As filed with the Securities and Exchange Commission on March 1, 1995
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)
------------------------
1994 STOCK OPTION PLAN
(Full title of the plan)
------------------------
Steven R. Appleton
Chairman of the Board, Chief Executive Officer and President
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
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee(1)
Common Stock
$.10 par value 1,000,000 $60.00 $60,000,000.00 $20,689.80
(1)Estimated in accordance with Rules 457(c) and 457(h) of Regulation C
solely for the purpose of calculating the registration fee on the basis
of $60.00 per share, average of the high and low price of the Registrant's
Common Stock as reported on the New York Stock Exchange on February 23, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
There are hereby incorporated by reference in this registration
statement the following documents and information heretofore filed
with the Securities and Exchange Commission:
(a) The Company's latest Annual Report on Form 10-K for the
year ended September 1, 1994, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") (File
No. 1-10658).
(b) The Company's quarterly report on Form 10-Q for the quarter
ended December 1, 1994 filed pursuant to Section 13(a) of the 1934 Act
(File No. 1-10658).
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, filed November 9,
1990 pursuant to Section 12(b) of the 1934 Act (File No. 1-10658).
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 thereof from
the date of filing such documents.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
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 1994 Stock Option Plan.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings.
-------------
(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, as amended (the "Securities Act"),
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,
each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) 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 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
Securities 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 Securities 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
27th day of February, 1995.
MICRON TECHNOLOGY, INC.
By: Wilbur G. Stover, Jr.
---------------------------
Vice President, Finance,
and Chief Financial Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Steven R. Appleton
and Wilbur G. Stover, Jr., jointly and severally, his attorneys-in-
fact, each with the power of substitution, for him in any and all
capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may 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 by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Steven R. Appleton Chairman of the Board,
- --------------------- Chief Executive Officer
and President February 27, 1995
Tyler A. Lowrey Vice Chairman and Chief
- --------------------- Technical Officer February 27, 1995
Wilbur G. Stover, Jr. Vice President, Finance
- --------------------- and Director (Principal Financial
and Accounting Officer) February 27, 1995
Thomas T. Nicholson Director February 27, 1995
- ---------------------
Allen T. Noble Director February 27, 1995
- ---------------------
Gordon C. Smith Director February 27, 1995
- ---------------------
Jerry M. Hess Director February 27, 1995
- ---------------------
EXHIBIT INDEX
Exhibit
Number Description
- ------- ------------------------------------
4.1 1994 Stock Option Plan(1).
5.1 Opinion of counsel as to legality of
securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
- -----------------------
(1)Previously filed with the Registrant's Proxy Statement in
connection with its Annual Shareholders' Meeting held on
January 30, 1995.