As filed with the Securities and Exchange Commission on November 27, 1996
Registration no.________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 South Federal Way
Boise, Idaho 83706-9632
(Address of Principal Executive Offices) (Zip Code)
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NONSTATUTORY STOCK OPTION PLAN
(Full title of the plan)
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Steven R. Appleton
Chairman of the Board, Chief Executive Officer and President
Micron Technology, Inc.
8000 South Federal Way
Boise, Idaho 83706-9632
(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
per Share 2,801,544 $31.00 $86,847,864 $26,317.53
(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 $31.00 per share, average of
the high and low price of the Registrant's Common Stock as
reported on the New York Stock Exchange on November 20, 1996.
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 August 29, 1996, filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "1934 Act")
(File No. 1-10658).
(b) 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 hereof 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 or stockholders 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 of 1933 and for liabilities arising from other
state and federal causes of action. Section 11 of the Company's
Certificate of Incorporation and Article VII of the Company's
Bylaws provide for the mandatory indemnification of its officers,
directors, employees and agents to the extent permitted by
Delaware General Corporation Law. 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 Nonstatutory 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
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) 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 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 25th day of November, 1996.
MICRON TECHNOLOGY, INC.
/s/ W. G. Stover, Jr.
--------------------------------
By: Wilbur G. Stover, Jr.
Vice President of 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
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/s/ Steven R. Appleton Chairman of the Board, Chief
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Steven R. Appleton Executive Officer and President
(Principal Executive Officer) November 25, 1996
/s/ W. G. Stover, Jr. Vice President of Finance and
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Wilbur G. Stover, Jr. Chief Financial Officer (Principal
Financial and Accounting Officer) November 25, 1996
/s/ Jerry M. Hess
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Jerry M. Hess Director November 25, 1996
/s/ Robert A. Lothrop
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Robert A. Lothrop Director November 25, 1996
/s/ Thomas T. Nicholson
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Thomas T. Nicholson Director November 25, 1996
/s/ Don J. Simplot
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Don J. Simplot Director November 25, 1996
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John R. Simplot Director November 25, 1996
/s/ Gordon C. Smith
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Gordon C. Smith Director November 25, 1996
EXHIBIT INDEX
Exhibit
Number Description
- ------- ----------------------------------------
4.1 Nonstatutory 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).