As filed with the Securities and Exchange Commission on March 14, 1994
Registration no.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Micron Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75-1618004
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2805 East Columbia Road
Boise, Idaho 83706-9698
(Address of Principal Executive Offices) (Zip Code)
1985 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
Joseph L. Parkinson
Chairman of the Board and Chief Executive Officer
Micron Technology, Inc.
2805 East Columbia Road
Boise, Idaho 83706-9698
(Name and address of agent for service)
208-368-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securites Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee*
Common Stock
$.10 par value 1,000,000 $79.07 $79,070,000.00 $27,265.71
*Estimated in accordance with rule 457(h) solely for the purpose of
calculating the registration fee on the basis of $79.07 per share,
average of the high and low price of the Registrant's Common Stock
as reported on the New York Stock Exchange on March 9, 1994.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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There are hereby incorporated by reference in the registration
statement the following documents and information heretofore filed
with the Securities and Exchange Commission:
(a) The Company's previous registration statements on Form S-
8, No. 33-3686 filed on February 28, 1986 registering 1,000,000
shares of Common Stock issuable pursuant to the Company's 1985
Incentive Stock Option Plan (the "ISO Plan"); No. 33-16832 filed on
August 28, 1987 registering an additional 1,000,000 shares of
Common Stock issuable under the Company's ISO Plan; No. 33-27078
filed on February 15, 1989 registering an additional 2,000,000
shares of Common Stock issuable under the Company's ISO Plan; No.
33-38665 filed on January 22, 1991 registering an additional
1,000,000 shares of Common Stock issuable under the Company's ISO
Plan; No. 33-38926 filed on February 8, 1991 registering an
additional 1,000,000 shares of Common Stock issuable under the
Company's ISO Plan.
(b) The Company's latest Annual Report on Form 10-K for the
year ended September 2, 1993, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "1934 Act").
(c) The Company's quarterly report on Form 10-Q for the
quarter ended December 2, 1993 filed pursuant to Section 13 of the
1934 Act.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of
filing such documents. The description of the Company's common
stock registered by this registration statement as set forth in the
Company's previous registration statements on Form S-8, stated in
paragraph (a) above are hereby incorporated by reference.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law authorizes
a court to award, or a corporation's Board of Directors to grant,
indemnification to directors and officers in terms sufficiently
broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. Article VII of the Company's
Bylaws provides for the mandatory indemnification of its officers,
directors, employees and agents to the extent permitted by Delaware
General Corporation Law, (and the Company has entered into
agreements with its officers, directors and certain key employees
implementing such indemnification).
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
Exhibit
Number
-------
4.1 1985 Incentive Stock Option Plan, as amended.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
Item 9. Undertakings.
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
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 the City of Boise, State of Idaho, on this
11th day of March, 1994.
MICRON TECHNOLOGY, INC.
By: Reid N. Langrill
----------------
Vice President, Finance,
Chief Financial Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Joseph L. Parkinson Chairman of the Board and
- ------------------- Chief Executive Officer March 11, 1994
James W. Garrett President, Chief Operating
- ------------------- Officer and Director March 11, 1994
Reid N. Langrill Vice President, Finance, Treasurer
- ------------------- and Director (Principal Financial
and Accounting Officer) March 11, 1994
Thomas T. Nicholson Director March 11, 1994
- -------------------
Allen T. Noble Director March 11, 1994
- -------------------
Don J. Simplot Director March 11, 1994
- -------------------
John R. Simplot Director March 11, 1994
- -------------------
Gordon C. Smith Director March 11, 1994
- -------------------
EXHIBIT INDEX
Exhibit
Number
- -------
4.1 1985 Incentive Stock Option Plan,
as amended.
5.1 Opinion of counsel as to legality of
securities being registered.
23.1 Consent of Independent Public
Accountants.
23.2 Consent of Counsel (contained in
Exhibit 5.1).