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
Date of Report: January 17, 1996
ADVANCED MICRO DEVICES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 1-7882 94-1692300
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One AMD Place,
P.O. Box 3453
Sunnyvale, California 94088-3453
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (408) 732-2400
Item 2. Acquisition or Disposition of Assets
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On January 17, 1996, Advanced Micro Devices, Inc. (the "Company") completed
its acquisition of NexGen, Inc. ("NexGen"), a corporation organized under the
laws of the State of Delaware, by means of a merger (the "Merger") of NexGen
with and into the Company, pursuant to the Agreement and Plan of Merger (the
"Merger Agreement") dated as of October 20, 1995, as amended, among the Company,
NexGen and AMD Merger Corporation, a wholly owned subsidiary of the Company.
The Merger was approved by the requisite votes of the stockholders of NexGen and
the Company at separate meetings on January 16, 1996, and effected by the filing
of a Certificate of Merger with the Secretary of State of the State of Delaware
on January 17, 1996. Pursuant to the Merger Agreement, at the effective time of
the Merger on January 17, 1996, each outstanding share of the Common Stock of
NexGen was canceled and converted into the right to receive 0.8 of a share of
the Common Stock of the Company. The Merger will be accounted for as a pooling
of interests. S. Atiq Raza, the former Chairman of NexGen, was appointed as a
director of the Company on January 17, 1996.
Item 7. Financial Statements and Exhibits
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(a) Financial statements of businesses acquired.
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The financial statements of NexGen required pursuant to Rule 3-05 of
Regulation S-X were included in the Company's Registration Statement on Form S-
4, as amended (Registration No. 33-64911), declared effective by the Securities
and Exchange Commission on December 12, 1995, and pursuant to General
Instruction B.3. of Form 8-K are not included herein.
(b) Pro forma financial information.
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The pro forma financial information regarding NexGen and the Company
required pursuant to Article 11 of Regulation S-X was included in the Company's
Registration Statement on Form S-4, as amended (Registration No. 33-64911),
declared effective by the Securities and Exchange Commission on December 12,
1995, and pursuant to General Instruction B.3. of Form 8-K is not included
herein.
(c) Exhibits.
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Exhibit
No. Description of Exhibits
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2.1 Agreement and Plan of Merger, dated as of October 20, 1995, among
Advanced Micro Devices, Inc., AMD Merger Corporation and NexGen,
Inc., as amended December 11, 1995, Annex A to the Joint Proxy
Statement/Prospectus included as a part of the Company's
Registration Statement on Form S-4 (Registration No. 33-64911) is
hereby incorporated herein by reference.
2.2 Amendment No. 2 to the Agreement and Plan of Merger, dated
January 11, 1996, among Advanced Micro Devices, Inc., AMD Merger
Corporation and NexGen, Inc.
2.3 Certificate of Merger filed with the Secretary of State of
Delaware on January 17, 1996.
SIGNATURES
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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.
ADVANCED MICRO DEVICES, INC.
(Registrant)
Date: January 31, 1996 By: /s/ Marvin D. Burkett
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Marvin D. Burkett
Senior Vice President,
Chief Financial and
Administrative Officer and
Treasurer
Exhibit Index
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Exhibit
No. Description of Exhibits
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2.1 Agreement and Plan of Merger, dated as of October 20, 1995, among
Advanced Micro Devices, Inc., AMD Merger Corporation and NexGen,
Inc., as amended December 11, 1995, Annex A to the Joint Proxy
Statement/Prospectus included as a part of the Company's
Registration Statement on Form S-4 (Registration No. 33-64911) is
hereby incorporated herein by reference.
2.2 Amendment No. 2 to the Agreement and Plan of Merger, dated
January 11, 1996, among Advanced Micro Devices, Inc., AMD Merger
Corporation and NexGen, Inc.
2.3 Certificate of Merger filed with the Secretary of State of
Delaware on January 17, 1996.