As filed with the Securities and Exchange Commission on January 27, 1999
Registration no. 333-________________
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
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 South Federal Way
Boise, Idaho 83716-9632
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
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Micron Technology, Inc. 1998 Non-Employee Director Stock Incentive Plan
Micron Technology, Inc. 1989 Employee Stock Purchase Plan
-------------------------
(Full title of the plans)
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(2)
Common Stock
$.10 par value
per Share 2,750,000(3) $69.063 $189,923,250 $52,799
(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 $69.063
per share, average of the high and low price of the Registrant's Common
Stock as reported on the New York Stock Exchange on January 25, 1999.
(2) The amount of the registration fee was calculated pursuant to Section
6(b) of the Securities Act of 1933, as amended, which provides that the
fee shall be .000278 multiplied by the maximum aggregate offering price.
(3) The number of shares to be registered consists of 250,000 shares under the
Micron Technology, Inc. 1998 Non-Employee Director Stock Incentive Plan and
2,500,000 shares under the Micron Technology, Inc. 1989 Employee Stock
Purchase Plan.
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 3, 1998, 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 latest Quarterly Report on Form 10-Q for the quarter
ended December 3, 1998, 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), including any amendment or
report filed with the Securities and Exchange Commission for the purpose of
updating such description.
All reports and other 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,
as amended (the "Securities Act") 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.
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Exhibit
Number
------
4.6 Micron Technology, Inc. 1998 Non-Employee Director Stock Incentive
Plan.
4.7 Micron Technology, Inc. 1989 Employee Stock Purchase Plan.
5.1 Opinion of Counsel.
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.
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(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, 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
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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, as amended, 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 26th day of January,
1999.
MICRON TECHNOLOGY, INC.
/s/ W. G. Stover, Jr.
---------------------------------
By: Wilbur G. Stover, Jr.
Vice President of Finance,
and Chief Financial Officer
POWER OF ATTORNEY
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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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Steven R. Appleton Chairman of the Board, Chief
- ------------------------- Executive Officer and President
Steven R. Appleton (Principal Executive Officer) January 26, 1999
/s/ W. G. Stover, Jr. Vice President of Finance and
- ------------------------- Chief Financial Officer (Principal
Wilbur G. Stover, Jr. Financial and Accounting Officer) January 26, 1999
/s/ James W. Bagley Director January 26, 1999
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James W. Bagley
/s/ Robert A. Lothrop Director January 26, 1999
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Robert A. Lothrop
/s/ Thomas T. Nicholson Director January 26, 1999
- -------------------------
Thomas T. Nicholson
/s/ Don J. Simplot Director January 26, 1999
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Don J. Simplot
/s/ John R. Simplot Director January 26, 1999
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John R. Simplot
/s/ Gordon C. Smith Director January 26, 1999
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Gordon C. Smith
/s/ William P. Weber Director January 26, 1999
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William P. Weber
EXHIBIT INDEX
Exhibit
Number Description
- ------ --------------------------------
4.6 Micron Technology, Inc. 1998 Non-Employee Director Stock Incentive
Plan.
4.7 Micron Technology, Inc. 1989 Employee Stock Purchase Plan.
5.1 Opinion of Counsel.
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).