As filed with the Securities and Exchange Commission on: June 23, 1998
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ADVANCED MICRO DEVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 94-1692300
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One AMD Place, Sunnyvale, California 94088-3453
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(Address of principal executive offices) (Zip Code)
Advanced Micro Devices, Inc. 1996 Stock Incentive Plan
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(Full title of the plans)
Thomas M.McCoy
Vice President, General Counsel and Secretary
Advanced Micro Devices, Inc., One AMD Place,
Sunnyvale, California 94088-3453
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(Name and address of agent for service)
(408) 732-2400
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(Telephone number, including area code, of agent for service)
CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Aggregate Amount of
to be Registered be Registered Price per Share Offering Price Registration Fee
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Common Stock, $.01 par value 3,700,000 $19.236775/1/ $71,176,068 $20,997
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/1/ Estimated solely for the purpose of determining the registration fee (i)
pursuant to Rule 457(h) on the basis of the exercise price per share of
outstanding options for 429,109 shares at $27.75 per share, 225,000 shares
at $26.00 per share and 230,875 shares at $18.38 per share and (ii) pursuant
to Rule 457(c) for the remaining 2,815,016 shares registered hereunder on
the basis of the average of the reported high ($17.875) and low ($17.0625)
prices, for the Company's Common Stock on the New York Stock Exchange on
June 16, 1998.
The contents of the registration statement identified by the file number 33-
04797, is hereby incorporated by reference.
Item 8. Exhibits
See Index to Exhibits.
2
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Sunnyvale, California, on this 16th day of June, 1998.
ADVANCED MICRO DEVICES, INC.
By /s/ RICHARD PREVITE
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Richard Previte
Director, President, Chief Operating Officer,
Chief Financial and Administrative Officer and
Treasurer
3
Power of Attorney
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints W. J. Sanders III and Richard Previte, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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/s/ W. J. Sanders III
- ------------------------------- Chairman of the Board and June 16, 1998
W. J. Sanders III Chief Executive Officer
(Principal Executive Officer)
/s/ Richard Previte
- ------------------------------- Director, President and June 16, 1998
Richard Previte Chief Operating Officer
and Member of the Office
of the CEO, Chief
Financial and
Administrative Officer and
Treasurer
/s/ S. Atiq Raza
- ------------------------------- Director, Executive Vice June 15, 1998
S. Atiq Raza President and Chief
Technical Officer and
Member of the Office of
the CEO
/s/ Friedrich Baur
- ------------------------------- Director June 15, 1998
Friedrich Baur
4
Signature Title Date
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/s/ Charles M. Blalack
- ------------------------------- Director June 15, 1998
Charles M. Blalack
/s/ R. Gene Brown
- ------------------------------- Director June 15, 1998
R. Gene Brown
/s/ Joe L. Roby
- ------------------------------- Director June 15, 1998
Joe L. Roby
/s/ Leonard Silverman
- ------------------------------- Director June 15, 1998
Leonard Silverman
5
EXHIBIT INDEX
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Exhibit
No. Exhibit Name
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5 Opinion of Counsel; Latham & Watkins
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (See Exhibit 5)
24 Power of Attorney (see signature pages)
99 Advanced Micro Devices, Inc. 1996 Stock Incentive Plan
6