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| AMD > SEC Filings for AMD > Form 8-K on 18-Nov-2009 | All Recent SEC Filings |
18-Nov-2009
Change in Directors or Principal Officers, Regulation FD Disclosure, O
The Board of Directors (the "Board") of Advanced Micro Devices, Inc. ("AMD" or the "Company") appointed Nicholas M. Donofrio as a director effective November 16, 2009. Mr. Donofrio was also appointed to the Nominating and Corporate Governance Committee of the Board.
Mr. Donofrio will receive similar benefits the Company provides to non-employee independent directors, which are described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 18, 2009. On November 16, 2009, Mr. Donofrio was granted 50,000 restricted stock units, which will vest in equal installments on the anniversary of the date of grant over three years.
A copy of the press release announcing Mr. Donofrio's appointment is attached as Exhibit 99.1 hereto.
The information in this Report furnished pursuant to Item 7.01 shall not be deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this Report.
The following disclosure constitutes a forward-looking statement that is based
on current expectations and beliefs and involves numerous risks and
uncertainties that could cause actual results to differ materially from
expectations. This forward-looking statement should not be relied upon as a
prediction of future events as the Company cannot assure you that the events or
circumstances reflected in this statement will be achieved or will occur. The
forward-looking statement relates to the Company's expectations relating to
depreciation and amortization charges for fiscal year 2010. Material factors and
assumptions that were applied in making these forward-looking statements
include, without limitation, the following: (1) the expected rate of market
growth and demand for the Company's products and technologies (and the mix
thereof); (2) the Company's expected market share; (3) the Company's expected
product and manufacturing costs and average selling prices; (4) the Company's
overall competitive position and the competitiveness of the Company's current
and future products; (5) the Company's ability to introduce new products and
transition to more advanced manufacturing process technologies, consistent with
the Company's current plans; (6) the Company's ability to make additional
investment in research and development and that such opportunities will be
available; and (7) the expected demand for computers. Material factors that
could cause actual results to differ materially from current expectations
include, without limitation, the following: (1) that Intel Corporation's
pricing, marketing and rebating programs, product bundling, standard setting,
new product introductions or other activities may negatively impact sales;
(2) that the Company's substantial indebtedness could adversely affect the
Company's
The Company expects AMD Product Company fiscal year 2010 depreciation and amortization expense to be in the range of $340 million to $370 million.
For financial reporting purposes, AMD consolidates the operating results of GLOBALFOUNDRIES Inc. in its results as of March 2, 2009 and created the Foundry segment as of the start of the fiscal year. "AMD Product Company" refers to AMD, excluding the operating results of the Foundry segment and Intersegment eliminations. Intersegment eliminations consist of revenues, cost of sales and profits on inventory between AMD Product Company and the Foundry segment. AMD is providing the financial information for AMD Product Company because it believes it is important for investors to have visibility into AMD's financial results excluding the Foundry segment and Intersegment eliminations and to better understand AMD's financial results absent the requirement to consolidate the financial results of GLOBALFOUNDRIES.
On November 18, 2009, pursuant to the Indenture dated October 29, 2004, between the Company and Wells Fargo Bank, National Association, as Trustee (the "Indenture"), relating to the 7.75% Senior Notes Due 2012 (the "Notes"), the Company announced that it notified the holders of the Notes that on December 18, 2009 the Company will redeem all outstanding principal amount of the Notes (as of November 18, 2009, $390 million), at a redemption price of 101.938% of the principal amount outstanding plus accrued and unpaid interest, if any, on that principal amount to, but excluding, the redemption date. A copy of the press release is attached as Exhibit 99.2 hereto.
On November 18, 2009, the Company announced a proposed private offering of $500 million of senior notes to qualified institutional buyers pursuant to Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.3 hereto.
On November 18, 2009, the Company announced the commencement of a cash tender offer for up to $1,000,000,000 in aggregate principal amount of its outstanding 5.75% Convertible Senior Notes due 2012. A copy of the press release is attached as Exhibit 99.4 hereto.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release dated November 17, 2009.
99.2 Press Release dated November 18, 2009.
99.3 Press Release dated November 18, 2009.
99.4 Press Release dated November 18, 2009.
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