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
SEPTEMBER 30, 1998
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
MICRON TECHNOLOGY, INC.
(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 83716-9632
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(208) 368-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Item 2. Acquisition or Disposition of Assets
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On September 30, 1998, Micron Technology, Inc. (the "Company" or "Micron")
completed its acquisition (the "Acquisition") of substantially all of the memory
operations of Texas Instruments, Inc. ("TI") pursuant to an Acquisition
Agreement, dated as of June 18, 1998, as amended (the "Agreement"). As
consideration in the Acquisition, TI received approximately 28.9 million shares
of Micron Common Stock, $740 million principal amount of convertible
subordinated notes (the "Convertible Notes") and $210 million principal amount
of subordinated notes (the "Subordinated Notes"). In addition, as part of the
Acquisition, the Company received $550 million in cash and TI and the Company
entered into a ten-year royalty-free patent cross license, that commences on
January 1, 1999. The Agreement provides for cash adjustments to ensure that
current assets minus the sum of current and noncurrent assumed liabilities of
the acquired operations is $150 million as of September 30, 1998.
The Micron Common Stock and Convertible Notes issued in the transaction have not
been registered under the Securities Act of 1933, as amended, and are therefore
subject to certain restrictions on resale. The Company and TI entered into a
Securities Rights and Restrictions Agreement as part of the transaction which
provides TI with certain registration rights and places certain restrictions on
TI's voting rights and other activities with respect to shares of MTI Common
Stock. TI's registration rights begin six months after closing of the
transaction. The Convertible Notes and the Subordinated Notes issued in the
transaction will both bear interest at the rate of 6.5% and have a term of seven
years. The Convertible Notes are convertible into approximately 12.3 million
shares of Micron Common Stock at a conversion price of approximately $60 per
share. The Subordinated Notes are subordinated to the Convertible Notes, the
Company's outstanding 7% Convertible Subordinated Notes due July 1, 2004, and
substantially all the Company's other indebtedness.
The assets acquired by the Company in the transaction include TI's: wafer
fabrication operations in Avezzano, Italy; assembly/test operations in
Singapore; and wafer fabrication facility in Richardson, Texas (which TI closed
in June 1998). As part of the Acquisition, Micron also acquired TI's interest
in two joint ventures: TECH Semiconductor Singapore ("TECH"), owned by TI,
Canon, Inc., Hewlett-Packard Singapore (Private) Limited, a subsidiary of
Hewlett-Packard Company, and EDB Investments Pte. Ltd.; and KTI Semiconductor
("KTI") in Japan owned by TI and Kobe Steel, Ltd. TI had a 29.9% interest in
TECH and a 25% interest in KTI and had the obligation as well as the right to
purchase 100% of the production meeting TI specifications of each joint venture.
Similar to TI, with respect to TECH and KTI, Micron has an obligation and right
to purchase 100% of the production meeting Micron specifications of each joint
venture.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements.
As of the date of filing of this Current Report on Form 8-K, it is impracticable
for the Registrant to provide the financial statements required by this Item
7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial statements
shall be filed by amendment to this Form 8-K no later than 60 days after October
15, 1998.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it is impracticable
for the Registrant to provide the pro forma financial information required by
this Item 7(b). In accordance with Item 7(b) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days
after October 15, 1998.
(c) Exhibits
2.2 Second Amendment to Acquisition Agreement dated as of September
30, 1998 between Micron Technology, Inc. and Texas Instruments
Incorporated.
10.125 Second Supplemental Trust Indenture, dated as of September 30,
1998 between Micron Technology, Inc. and Norwest Bank Minnesota,
National Association Trustee, relating to the issuance of 6-1/2%
Convertible Subordinated Notes due October 2, 2003 (the "Notes")
(including the form of Note).
10.126 Subordinated Promissory Note, dated September 30, 1998, issued
by Micron Technology, Inc. in the name of Texas Instruments
Incorporated in the amount of $210,000,000.
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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: October 14, 1998 /s/ Wilbur G. Stover, Jr.
Wilbur G. Stover, Jr.
Vice President of Finance and
Chief Financial Officer
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