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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
JUNE 24, 1997
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Date of Report (Date of earliest event reported)
MICRON TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 001-10658 75-1618004
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
8000 SOUTH FEDERAL WAY
BOISE, IDAHO 83706-9632
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(Address of principal executive offices)
(208) 368-4000
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On June 19, 1997, Micron Technology, Inc. (the "Registrant") entered into
an underwriting agreement and a related pricing agreement, in each case with the
underwriters named in Schedule I to such pricing agreement (the "Underwriters"),
for whom Goldman, Sachs & Co., Robertson, Stephens & Company LLC and Montgomery
Securities acted as representatives (the "Representatives") in connection with
the offering of $500,000,000 aggregate principal amount of the Registrant's 7%
Convertible Subordinated Notes due July 1, 2004 (the "Notes"), issued pursuant
to the provisions of that certain Indenture, dated as of June 15, 1997, as
supplemented by that certain Supplemental Trust Indenture, dated as of June 15,
1997, in each case, between the Registrant and Norwest Bank Minnesota, National
Association, as trustee (the "Trustee"). The Notes are convertible into shares
of the Registrant's Common Stock at a conversion rate of 14.8272 per each $1,000
principal amount of Notes (equivalent to a conversion price of approximately
$67.44 per share). The Notes were offered pursuant to a shelf registration
statement on Form S-3 (Registration No. 333-18441), declared effective by the
Securities and Exchange Commission on June 10, 1997. The sale and issuance of
the Notes closed on June 24, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
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1.1 Underwriting Agreement, dated June 19,
1997, between the Registrant and the
Representatives.
1.2 Pricing Agreement, dated June 19, 1997,
between the Registrant and the Representatives.
4.1 Indenture, dated as of June 15, 1997, between the
Registrant and the Trustee, relating to the
Registrant's subordinated debt securities.
4.2 Supplemental Trust Indenture, dated as
of June 15, 1997, between the
Registrant and the Trustee, relating to
the Notes (including the form of Note).
12.1 Calculation of Ratios of Earnings to Fixed Charges.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MICRON TECHNOLOGY, INC.
Date: July 3, 1997 By: /s/ Wilbur G. Stover, Jr.
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Wilbur G. Stover, Jr.
Vice President of Finance and
Chief Financial Officer
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INDEX TO EXHIBITS FILED WITH
THE CURRENT REPORT ON FORM 8-K DATED JUNE 24, 1997
Exhibit Description
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1.1 Underwriting Agreement, dated June 19, 1997, between the
Registrant and the Representatives.
1.2 Pricing Agreement, dated June 19, 1997, between the Registrant
and the Representatives.
4.1 Indenture, dated as of June 15, 1997, between the Registrant and
the Trustee, relating to the Registrant's subordinated debt
securities.
4.2 Supplemental Trust Indenture, dated as of June 15, 1997, between
the Registrant and the Trustee, relating to the Notes (including
the form of Note).
12.1 Calculation of Ratios of Earnings to Fixed Charges.