SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A (No.1)
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the fiscal year ended December 25, 1994
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from ____________ to _______________
Commission File Number 1-7882
ADVANCED MICRO DEVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
94-1692300
(IRS Employer Identification Number)
One AMD Place
Sunnyvale, California
(Address of principal executive offices)
94088-3453
(Zip Code)
Registrant's telephone number, including area code: (408) 732-2400
Securities registered pursuant to Section 12(b) of the Act:
(Name of each exchange
(Title of each class) on which registered)
------------------------------------- ------------------------
$.01 par value Common Stock New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Depositary Convertible Exchangeable New York Stock Exchange
Preferred Stock
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of the voting stock
held by nonaffiliates as of February 27, 1995.
$2,813,646,457
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
95,942,821 shares as of February 27, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Annual Report to Stockholders for the fiscal year ended
December 25, 1994, are incorporated into Parts I, II and IV hereof.
(2) Portions of the Proxy Statement dated on or before March 31, 1995, for the
Annual Meeting of Stockholders to be held on May 9, 1995, are incorporated
into Part III hereof.
2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)
1. Financial Statements
The financial statements listed in the accompanying Index to Consolidated
Financial Statements and Financial Statement Schedules Covered by Report of
Independent Auditors are filed or incorporated by reference as part of this
annual report. The following is a list of such Financial Statements:
Page References
------------------
1994 Annual
Form Report to
10-K Stockholders
---- ------------
Report of Ernst & Young LLP, Independent Auditors........... -- 25
Consolidated Statements of Income for each of the three
fiscal years in the period ended December 25, 1994......... -- 11
Consolidated Balance Sheets at December 26, 1993 and
December 25, 1994.......................................... -- 12
Consolidated Statements of Cash Flows for each of the three
fiscal years in the period ended December 25, 1994......... -- 13
Notes to consolidated financial statements.................. -- 14
Supplementary financial data:
Fiscal years 1993 and 1994 by quarter (unaudited)........ -- 26
2. Financial Statement Schedules
The financial statement schedules listed in the accompanying Index to
Consolidated Financial Statements and Financial Statement Schedules Covered by
Reports of Independent Auditors are filed or incorporated by reference as part
of this annual report. The following is a list of such Financial Statement
Schedules:
Page References
--------------------
1994 Annual
Form Report to
10-K Stockholders
------- ------------
VIII Valuation and qualifying accounts........... F-3 --
All other schedules have been omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
schedules, or because the information required is included in the consolidated
financial statements or notes thereto. With the exception of the information
incorporated by reference into Parts I, II and IV of this Form 10-K, the 1994
Annual Report to Stockholders is not to be deemed filed as part of this report.
3. Exhibits
The Exhibits listed in the accompanying Index to Exhibits are filed or
incorporated as part of this annual report. The following is a list of such
exhibits:
Exhibit
Number Description of Exhibits
------- -----------------------
3.1 Certificate of Incorporation, as amended, filed as Exhibit 3.1 to
the Corporation's Annual Report on Form 10-K for the fiscal period
ended December 27, 1987, is hereby incorporated by reference.
3.2 Certificate of Designations for Convertible Exchangeable Preferred
Shares, filed as Exhibit 3.2 to the Corporation's Annual Report on
Form 10-K for the fiscal year ended March 27, 1987, is hereby
incorporated by reference.
3.3 Certificate of Designations for Series A Junior Participating
Preferred Stock, filed as Exhibit 3.3 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1989, is
hereby incorporated by reference.
3.4 By-Laws, as amended, filed as Exhibit 4.5 to the Corporation's
Registration Statement on Form S-3 (Registration No. 33-57653), are
hereby incorporated by reference.
3
Exhibit
Number Description of Exhibits
------- -----------------------
4.1 Deposit Agreement with respect to the $30 Convertible Exchangeable
Preferred Shares, filed as Exhibit 4.3 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended March 29, 1987, is
hereby incorporated by reference.
4.2 Indenture with respect to the 6% Convertible Subordinated
Debentures due in 2012, filed as Exhibit 4.4 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended March 29, 1987,
is hereby incorporated by reference.
4.3 The Corporation hereby agrees to file on request of the Commission
a copy of all instruments not otherwise filed with respect to long-
term debt of the Corporation or any of its subsidiaries for which
the total amount of securities authorized under such instruments
does not exceed 10% of the total assets of the Corporation and its
subsidiaries on a consolidated basis.
4.4 Rights Agreement between the Corporation and Bank of America N.T. &
S.A., filed as Exhibit 4.1 to the Corporation's Current Report on
Form 8-K dated February 7, 1990, is hereby incorporated by
reference.
*10.1 AMD 1982 Stock Option Plan, as amended, filed as Exhibit 10.1 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.
*10.2 AMD 1986 Stock Option Plan, as amended, filed as Exhibit 10.2 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.
*10.3 AMD 1992 Stock Incentive Plan, as amended, filed as Exhibit 10.3
to the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.
*10.4 AMD 1980 Stock Appreciation Rights Plan, as amended, filed as
Exhibit 10.4 to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 26, 1993, is hereby incorporated by
reference.
*10.5 AMD 1986 Stock Appreciation Rights Plan, as amended, filed as
Exhibit 10.5 to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 26, 1993, is hereby incorporated by
reference.
*10.6 MMI 1975 Stock Option Plan, as amended, filed as Exhibit 10.6 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 29, 1991, is hereby incorporated by reference.
*10.7 MMI 1981 Incentive Stock Option Plan, as amended, filed as Exhibit
10.7 to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 26, 1993, is hereby incorporated by reference.
4
Exhibit
Number Description of Exhibits
------- -----------------------
*10.8 Forms of Stock Option Agreements, filed as Exhibit 10.8 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 29, 1991, are hereby incorporated by reference.
*10.9 Form of Limited Stock Appreciation Rights Agreement, filed as
Exhibit 4.11 to the Corporation's Registration Statement on Form S-8
(No. 33-26266), is hereby incorporated by reference.
*10.10 AMD 1987 Restricted Stock Award Plan, as amended, filed as Exhibit
10.10 to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 26, 1993, is hereby incorporated by reference.
*10.11 Forms of Restricted Stock Agreements, filed as Exhibit 10.11 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 29, 1991, is hereby incorporated by reference.
*10.12 Resolution of Board of Directors on September 9, 1981, regarding
acceleration of vesting of all outstanding stock options and
associated limited stock appreciation rights held by officers under
certain circumstances, filed as Exhibit 10.10 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended March 31, 1985,
is hereby incorporated by reference.
*10.13(a) Employment Agreement dated July 1, 1991, between the Corporation
and W. J. Sanders III, filed as Exhibit 10.1 to the Corporation's
Form 8-K dated September 3, 1991, is hereby incorporated by
reference.
*10.13(b) Amendment dated August 27, 1991, to Employment Agreement between
the Corporation and W. J. Sanders III, filed as Exhibit 10.2 to the
Corporation's Form 8-K dated September 3, 1991, is hereby
incorporated by reference.
*10.14 Management Continuity Agreement between the Corporation and W. J.
Sanders III, filed as Exhibit 10.14 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 29, 1991, is
hereby incorporated by reference.
*10.15 Bonus Agreement between the Corporation and Richard Previte, filed
as Exhibit 10.15 to the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 29, 1991, is hereby incorporated by
reference.
*10.16 Executive Bonus Plan, as amended.
*10.17(a) Bonus Agreement between the Corporation and Anthony B. Holbrook,
filed as Exhibit 10.17 for the fiscal year ended December 27, 1992,
is hereby incorporated by reference.
5
Exhibit
Number Description of Exhibits
------- -----------------------
*10.17(b) Letter Agreement between the Corporation and Anthony B. Holbrook
dated August 24, 1994.
*10.18 Form of Bonus Deferral Agreement, filed as Exhibit 10.12 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
March 30, 1986, is hereby incorporated by reference.
*10.19 Form of Executive Deferral Agreement, filed as Exhibit 10.17 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, is hereby incorporated by reference.
*10.20 Director Deferral Agreement of R. Gene Brown, filed as Exhibit 10.18
to the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, is hereby incorporated by reference.
10.21 License Agreement with Western Electric Company, Incorporated, filed
as Exhibit 10.5 to the Corporation's Annual Report on Form 10-K for
the fiscal year ended 1979, is hereby incorporated by reference.
10.22 Intellectual Property Agreements with Intel Corporation, filed as
Exhibit 10.21 to the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 29, 1991, are hereby incorporated by
reference.
10.23 Award of Arbitrator in Case No. 626879 between the Corporation and
Intel Corporation, filed as Exhibit 28.2 on Form 8-K dated February
24, 1992, is hereby incorporated by reference.
*10.24 Form of Indemnification Agreements with former officers of
Monolithic Memories, Inc., filed as Exhibit 10.22 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 27, 1987, is hereby incorporated by reference.
10.25 Agreement and Plan of Reorganization between Monolithic Memories
Inc., the Corporation and Advanced Micro Devices Merger Corporation,
filed as Annex A to the Corporation's Amendment No. 1 to
Registration Statement on Form S-4 (No. 33-15015), dated June 25,
1987, is hereby incorporated by reference.
*10.26 Form of Management Continuity Agreement, filed as Exhibit 10.25 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 29, 1991, is hereby incorporated by reference.
**10.27(a) Joint Venture Agreement between the Corporation and Fujitsu Limited,
filed as Exhibit 10.27(a) to the Corporation's Amendment No. 1 to
its Annual Report on Form 10K/A for the fiscal year ended December
26, 1993, is hereby incorporated by reference.
6
Exhibit
Number Description of Exhibits
------- -----------------------
**10.27(b) Technology Cross-License Agreement between the Corporation and
Fujitsu Limited, filed as Exhibit 10.27(b) to the Corporation's
Amendment No. 1 to its Annual Report on Form 10K/A for the fiscal
year ended December 26, 1993, is hereby incorporated by reference.
**10.27(c) AMD Investment Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(c) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.
**10.27(d) Fujitsu Investment Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(d) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.
**10.27(e) Joint Venture License Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(e) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.
**10.27(f) Joint Development Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(f) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.
10.28 Credit Agreement dated as of September 21, 1994, among the
Corporation, Bank of America National Trust and Savings Association
as Agent, The First National Bank of Boston as Co-Agent, filed as
Exhibit 10.1 to the Corporation's Quarterly Report on Form 10-Q for
the period ended September 25, 1994, is hereby incorporated by
reference.
10.29(a) Amended and Restated Guaranty dated as of December 17, 1993, by the
Corporation in favor of CIBC Inc.
10.29(b) First Amendment to Amended and Restated Guaranty, dated September
21, 1994, by and between the Corporation and CIBC Inc.
10.29(c) Building Lease by and between CIBC Inc. and AMD International Sales
& Service, Ltd. dated as of September 22, 1992, filed as Exhibit
10.28(b) to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 27, 1992, is hereby incorporated by
reference.
10.29(d) First Amendment to Building Lease dated December 22, 1992, by and
between CIBC Inc. and AMD International Sales & Service, Ltd., filed
as Exhibit 10.28(c) to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 27, 1992, is hereby incorporated
by reference.
10.29(e) Second Amendment to Building Lease dated December 17, 1993, by and
between CIBC Inc. and AMD International Sales & Service, Ltd.
7
Exhibit
Number Description of Exhibits
------- -----------------------
10.29(f) Land Lease by and between CIBC Inc. and AMD International Sales &
Service, Ltd. dated as of September 22, 1992, filed as Exhibit
10.28(d) to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 27, 1992, is hereby incorporated by
reference.
10.29(g) First Amendment to Land Lease dated December 22, 1992, by and
between CIBC Inc. and AMD International Sales & Service, Ltd., filed
as Exhibit 10.28(e) to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 27, 1992, is hereby incorporated
by reference.
10.29(h) Second Amendment to Land Lease dated December 17, 1993, by and
between CIBC Inc. and AMD International Sales & Service, Ltd.
*10.30 Executive Savings Plan, as amended.
*10.31 Form of Split Dollar Agreement, as amended.
*10.32 Form of Collateral Security Assignment Agreement, filed as Exhibit
10.32 to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 26, 1993, is hereby incorporated by reference.
*10.33 Forms of Stock Option Agreements to the 1992 Stock Incentive Plan,
filed as Exhibit 4.3 to the Corporation's Registration Statement on
Form S-8 (No. 33-46577), is hereby incorporated by reference.
*10.34 1992 United Kingdom Share Option Scheme, filed as Exhibit 4.2 to
the Corporation's Registration on Form S-8 (No. 33-46577), is hereby
incorporated by reference.
***10.35 Compaq Computer Corporation/AMD, Inc. Agreement.
***10.36 Foundry Agreement between the Corporation and Digital Equipment
Corporation.
***10.37 Foundry Agreement between the Corporation and Taiwan Semiconductor
Manufacturing Corporation, Ltd.
*10.38 Form of Indemnification Agreements with current officers and
directors of the Corporation.
10.39 Term Loan Agreement dated as of January 5, 1995, among the
Corporation, ABN AMRO Bank, N.V. as Administrative Agent, and ABN
AMRO Bank N.V. and CIBC Inc., as Co-Arrangers.
11. Statement re computation of per share earnings.
8
Exhibit
Number Description of Exhibits
------- -----------------------
13. Selected portions of 1994 Annual Report to Stockholders, which has
been incorporated by reference into Parts I, II and IV of this
annual report. To the extent filed, refer to the front page
hereinabove.
21. List of AMD subsidiaries.
23. Consent of Ernst & Young LLP, Independent Auditors, refer to page
F-2 herein.
24. Power of Attorney.
27.1 Financial Data Schedule
99.1 Findings of Fact and Conclusions of Law following ''ICE'' module
of trial dated October 7, 1994, in Intel v. AMD, Inc., Case No. C-93-
20301 PVT, United States District Court, Northern District of
California, San Jose Division, filed as Exhibit 99.1 to the
Corporation's Quarterly Report in Form 10-Q, for the period ended
September 25, 1994, is hereby incorporated by reference.
99.2 Stipulated Preliminary Injunction dated October 31, 1994, in Intel
Corporation v. AMD, Inc., Case No. C-93-20301 PVT, United States
District Court, Northern District of California, San Jose Division,
filed as Exhibit 99.2 to the Corporation's Quarterly Report on Form
10-Q, for the period ended September 25, 1994, is hereby
incorporated by reference.
---------
The Corporation will furnish a copy of any exhibit on request and payment of
the Corporation's reasonable expenses of furnishing such exhibit.
* Management contracts and compensatory plans or arrangements required to be
filed as an Exhibit to comply with Item 14(a)(3).
** Confidential treatment has been granted as to certain portions of these
Exhibits.
*** Confidential treatment has been requested as to certain portions of these
Exhibits. Amendment No. 1 to this report includes a copy of Exhibit 10.35
which contains information not included in the copy filed with the original
Report.
(b) Reports on Form 8-K
1. A current Report on Form 8-K dated December 30, 1994, was filed
announcing developments in AMD/Intel Technology Agreement Arbitration, the
settlement of AMD/Intel litigations, and restatement of earnings.
2. A current Report on Form 8-K dated February 10, 1995, was filed
announcing that the Convertible Exchangeable Preferred Stock of the Corporation
was called for redemption.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Advanced Micro Devices, Inc.
Registrant
August 7, 1995
By: /s/ Marvin D. Burkett
-------------------------------
Marvin D. Burkett
Senior Vice President, Chief
Administrative Officer; Chief
Financial Officer and Treasurer
10
ADVANCED MICRO DEVICES, INC.
----------------------------
INDEX TO EXHIBITS
(Item 14(A)(3))
Exhibit
Number Description of Exhibits
------- -----------------------
3.1 Certificate of Incorporation, as amended, filed as Exhibit 3.1 to
the Corporation's Annual Report on Form 10-K for the fiscal period
ended December 27, 1987, is hereby incorporated by reference.
3.2 Certificate of Designations for Convertible Exchangeable Preferred
Shares, filed as Exhibit 3.2 to the Corporation's Annual Report on
Form 10-K for the fiscal year ended March 27, 1987, is hereby
incorporated by reference.
3.3 Certificate of Designations for Series A Junior Participating
Preferred Stock, filed as Exhibit 3.3 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1989, is
hereby incorporated by reference.
3.4 By-Laws, as amended, filed as Exhibit 4.5 to the Corporation's
Registration Statement on Form S-3 (Registration No. 33-57653), are
hereby incorporated by reference.
4.1 Deposit Agreement with respect to the $30 Convertible Exchangeable
Preferred Shares, filed as Exhibit 4.3 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended March 29, 1987, is
hereby incorporated by reference.
4.2 Indenture with respect to the 6% Convertible Subordinated
Debentures due in 2012, filed as Exhibit 4.4 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended March 29, 1987,
is hereby incorporated by reference.
4.3 The Corporation hereby agrees to file on request of the Commission
a copy of all instruments not otherwise filed with respect to long-
term debt of the Corporation or any of its subsidiaries for which
the total amount of securities authorized under such instruments
does not exceed 10% of the total assets of the Corporation and its
subsidiaries on a consolidated basis.
4.4 Rights Agreement between the Corporation and Bank of America N.T. &
S.A., filed as Exhibit 4.1 to the Corporation's Current Report on
Form 8-K dated February 7, 1990, is hereby incorporated by
reference.
*10.1 AMD 1982 Stock Option Plan, as amended, filed as Exhibit 10.1 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.
*10.2 AMD 1986 Stock Option Plan, as amended, filed as Exhibit 10.2 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.
*10.3 AMD 1992 Stock Incentive Plan, as amended, filed as Exhibit 10.3
to the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.
*10.4 AMD 1980 Stock Appreciation Rights Plan, as amended, filed as
Exhibit 10.4 to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 26, 1993, is hereby incorporated by
reference.
*10.5 AMD 1986 Stock Appreciation Rights Plan, as amended, filed as
Exhibit 10.5 to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 26, 1993, is hereby incorporated by
reference.
*10.6 MMI 1975 Stock Option Plan, as amended, filed as Exhibit 10.6 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 29, 1991, is hereby incorporated by reference.
*10.7 MMI 1981 Incentive Stock Option Plan, as amended, filed as Exhibit
10.7 to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 26, 1993, is hereby incorporated by reference.
Exhibit
Number Description of Exhibits
------- -----------------------
*10.8 Forms of Stock Option Agreements, filed as Exhibit 10.8 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 29, 1991, are hereby incorporated by reference.
*10.9 Form of Limited Stock Appreciation Rights Agreement, filed as
Exhibit 4.11 to the Corporation's Registration Statement on Form S-8
(No. 33-26266), is hereby incorporated by reference.
*10.10 AMD 1987 Restricted Stock Award Plan, as amended, filed as Exhibit
10.10 to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 26, 1993, is hereby incorporated by reference.
*10.11 Forms of Restricted Stock Agreements, filed as Exhibit 10.11 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 29, 1991, is hereby incorporated by reference.
*10.12 Resolution of Board of Directors on September 9, 1981, regarding
acceleration of vesting of all outstanding stock options and
associated limited stock appreciation rights held by officers under
certain circumstances, filed as Exhibit 10.10 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended March 31, 1985,
is hereby incorporated by reference.
*10.13(a) Employment Agreement dated July 1, 1991, between the Corporation
and W. J. Sanders III, filed as Exhibit 10.1 to the Corporation's
Form 8-K dated September 3, 1991, is hereby incorporated by
reference.
*10.13(b) Amendment dated August 27, 1991, to Employment Agreement between
the Corporation and W. J. Sanders III, filed as Exhibit 10.2 to the
Corporation's Form 8-K dated September 3, 1991, is hereby
incorporated by reference.
*10.14 Management Continuity Agreement between the Corporation and W. J.
Sanders III, filed as Exhibit 10.14 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 29, 1991, is
hereby incorporated by reference.
*10.15 Bonus Agreement between the Corporation and Richard Previte, filed
as Exhibit 10.15 to the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 29, 1991, is hereby incorporated by
reference.
*10.16 Executive Bonus Plan, as amended.
*10.17(a) Bonus Agreement between the Corporation and Anthony B. Holbrook,
filed as Exhibit 10.17 for the fiscal year ended December 27, 1992,
is hereby incorporated by reference.
Exhibit
Number Description of Exhibits
------- -----------------------
*10.17(b) Letter Agreement between the Corporation and Anthony B. Holbrook
dated August 24, 1994.
*10.18 Form of Bonus Deferral Agreement, filed as Exhibit 10.12 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
March 30, 1986, is hereby incorporated by reference.
*10.19 Form of Executive Deferral Agreement, filed as Exhibit 10.17 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, is hereby incorporated by reference.
*10.20 Director Deferral Agreement of R. Gene Brown, filed as Exhibit 10.18
to the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, is hereby incorporated by reference.
10.21 License Agreement with Western Electric Company, Incorporated, filed
as Exhibit 10.5 to the Corporation's Annual Report on Form 10-K for
the fiscal year ended 1979, is hereby incorporated by reference.
10.22 Intellectual Property Agreements with Intel Corporation, filed as
Exhibit 10.21 to the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 29, 1991, are hereby incorporated by
reference.
10.23 Award of Arbitrator in Case No. 626879 between the Corporation and
Intel Corporation, filed as Exhibit 28.2 on Form 8-K dated February
24, 1992, is hereby incorporated by reference.
*10.24 Form of Indemnification Agreements with former officers of
Monolithic Memories, Inc., filed as Exhibit 10.22 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 27, 1987, is hereby incorporated by reference.
10.25 Agreement and Plan of Reorganization between Monolithic Memories
Inc., the Corporation and Advanced Micro Devices Merger Corporation,
filed as Annex A to the Corporation's Amendment No. 1 to
Registration Statement on Form S-4 (No. 33-15015), dated June 25,
1987, is hereby incorporated by reference.
*10.26 Form of Management Continuity Agreement, filed as Exhibit 10.25 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 29, 1991, is hereby incorporated by reference.
**10.27(a) Joint Venture Agreement between the Corporation and Fujitsu Limited,
filed as Exhibit 10.27(a) to the Corporation's Amendment No. 1 to
its Annual Report on Form 10K/A for the fiscal year ended December
26, 1993, is hereby incorporated by reference.
Exhibit
Number Description of Exhibits
------- -----------------------
**10.27(b) Technology Cross-License Agreement between the Corporation and
Fujitsu Limited, filed as Exhibit 10.27(b) to the Corporation's
Amendment No. 1 to its Annual Report on Form 10K/A for the fiscal
year ended December 26, 1993, is hereby incorporated by reference.
**10.27(c) AMD Investment Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(c) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.
**10.27(d) Fujitsu Investment Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(d) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.
**10.27(e) Joint Venture License Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(e) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.
**10.27(f) Joint Development Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(f) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.
10.28 Credit Agreement dated as of September 21, 1994, among the
Corporation, Bank of America National Trust and Savings Association
as Agent, The First National Bank of Boston as Co-Agent, filed as
Exhibit 10.1 to the Corporation's Quarterly Report on Form 10-Q for
the period ended September 25, 1994, is hereby incorporated by
reference.
10.29(a) Amended and Restated Guaranty dated as of December 17, 1993, by the
Corporation in favor of CIBC Inc.
10.29(b) First Amendment to Amended and Restated Guaranty, dated September
21, 1994, by and between the Corporation and CIBC Inc.
10.29(c) Building Lease by and between CIBC Inc. and AMD International Sales
& Service, Ltd. dated as of September 22, 1992, filed as Exhibit
10.28(b) to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 27, 1992, is hereby incorporated by
reference.
10.29(d) First Amendment to Building Lease dated December 22, 1992, by and
between CIBC Inc. and AMD International Sales & Service, Ltd., filed
as Exhibit 10.28(c) to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 27, 1992, is hereby incorporated
by reference.
10.29(e) Second Amendment to Building Lease dated December 17, 1993, by and
between CIBC Inc. and AMD International Sales & Service, Ltd.
Exhibit
Number Description of Exhibits
------- -----------------------
10.29(f) Land Lease by and between CIBC Inc. and AMD International Sales &
Service, Ltd. dated as of September 22, 1992, filed as Exhibit
10.28(d) to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 27, 1992, is hereby incorporated by
reference.
10.29(g) First Amendment to Land Lease dated December 22, 1992, by and
between CIBC Inc. and AMD International Sales & Service, Ltd., filed
as Exhibit 10.28(e) to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 27, 1992, is hereby incorporated
by reference.
10.29(h) Second Amendment to Land Lease dated December 17, 1993, by and
between CIBC Inc. and AMD International Sales & Service, Ltd.
*10.30 Executive Savings Plan, as amended.
*10.31 Form of Split Dollar Agreement, as amended.
*10.32 Form of Collateral Security Assignment Agreement, filed as Exhibit
10.32 to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 26, 1993, is hereby incorporated by reference.
*10.33 Forms of Stock Option Agreements to the 1992 Stock Incentive Plan,
filed as Exhibit 4.3 to the Corporation's Registration Statement on
Form S-8 (No. 33-46577), is hereby incorporated by reference.
*10.34 1992 United Kingdom Share Option Scheme, filed as Exhibit 4.2 to
the Corporation's Registration on Form S-8 (No. 33-46577), is hereby
incorporated by reference.
***10.35 Compaq Computer Corporation/AMD, Inc. Agreement.
***10.36 Foundry Agreement between the Corporation and Digital Equipment
Corporation.
***10.37 Foundry Agreement between the Corporation and Taiwan Semiconductor
Manufacturing Corporation, Ltd.
*10.38 Form of Indemnification Agreements with current officers and
directors of the Corporation.
10.39 Term Loan Agreement dated as of January 5, 1995, among the
Corporation, ABN AMRO Bank, N.V. as Administrative Agent, and ABN
AMRO Bank N.V. and CIBC Inc., as Co-Arrangers.
11. Statement re computation of per share earnings.
Exhibit
Number Description of Exhibits
------- -----------------------
13. Selected portions of 1994 Annual Report to Stockholders, which has
been incorporated by reference into Parts I, II and IV of this
annual report. To the extent filed, refer to the front page
hereinabove.
21. List of AMD subsidiaries.
23. Consent of Ernst & Young LLP, Independent Auditors, refer to page
F-2 herein.
24. Power of Attorney.
27.1 Financial Data Schedule
99.1 Findings of Fact and Conclusions of Law following ''ICE'' module
of trial dated October 7, 1994, in Intel v. AMD, Inc., Case No. C-93-
20301 PVT, United States District Court, Northern District of
California, San Jose Division, filed as Exhibit 99.1 to the
Corporation's Quarterly Report in Form 10-Q, for the period ended
September 25, 1994, is hereby incorporated by reference.
99.2 Stipulated Preliminary Injunction dated October 31, 1994, in Intel
Corporation v. AMD, Inc., Case No. C-93-20301 PVT, United States
District Court, Northern District of California, San Jose Division,
filed as Exhibit 99.2 to the Corporation's Quarterly Report on Form
10-Q, for the period ended September 25, 1994, is hereby
incorporated by reference.
---------
Exhibit 10.35 is the only Exhibit attached to Amendment No. 1 to this
Report. The Corporation will furnish a copy of any exhibit on request and
payment of the Corporation's reasonable expenses of furnishing such exhibit.
* Management contracts and compensatory plans or arrangements required to be
filed as an Exhibit to comply with Item 14(a)(3).
** Confidential treatment has been granted as to certain portions of these
Exhibits.
*** Confidential treatment has been requested as to certain portions of these
Exhibits. Amendment No. 1 to this report includes a copy of Exhibit 10.35
which contains information not included in the copy filed with the original
Report.