-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KxRmtMne1H8/J+4Dqsu3jHTDqGbnN1Jcde1dpih+k0rJQIY6z/T6Yaqyi2blRv/0 fiFi73BB/aplDsdXn7hq6w== 0000050863-06-000098.txt : 20060517 0000050863-06-000098.hdr.sgml : 20060517 20060517172541 ACCESSION NUMBER: 0000050863-06-000098 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060517 DATE AS OF CHANGE: 20060517 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICRON TECHNOLOGY INC CENTRAL INDEX KEY: 0000723125 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 751618004 STATE OF INCORPORATION: DE FISCAL YEAR END: 0902 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37198 FILM NUMBER: 06849943 BUSINESS ADDRESS: STREET 1: 8000 S FEDERAL WAY STREET 2: PO BOX 6 CITY: BOISE STATE: ID ZIP: 83716-9632 BUSINESS PHONE: 2083684000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTEL CORP CENTRAL INDEX KEY: 0000050863 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941672743 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD CITY: SANTA CLARA STATE: CA ZIP: 95052 BUSINESS PHONE: 4087658080 MAIL ADDRESS: STREET 1: 2200 MISSION COLLEGE BLVD STREET 2: RN6-27 CITY: SANTA CLARA STATE: CA ZIP: 95052-8119 SC 13D/A 1 micron.txt SCHEDULE 13D (AMENDMENT #1) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MICRON TECHNOLOGY, INC. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 595112 (CUSIP Number) D. Bruce Sewell Senior Vice President and General Counsel Intel Corporation 2200 Mission College Boulevard Santa Clara, CA 95054-8119 Telephone: (408) 765-8080 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 11, 2006 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 13 Pages CUSIP No. 595112 13 D/A Page 2 of 13 Pages 1. NAMES OF REPORTING PERSONS: INTEL CORPORATION I.R.S. IDENTIFICATION NOS. OF ABOVE 94-1672743 PERSONS (entities only): 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a)[] (b)[] 3. SEC USE ONLY 4. SOURCE OF FUNDS** N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE 7. SOLE VOTING POWER: 33,860,045 NUMBER OF SHARES 8. SHARED VOTING POWER: -0- BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 33,860,045 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER: -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 33,860,045 REPORTING PERSON: 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES** [] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 4.8% (11): 14. TYPE OF REPORTING PERSON** CO **SEE INSTRUCTIONS BEFORE FILLING OUT CUSIP No. 595112 13 D/A Page 3 of 13 Pages Intel Corporation ("Intel") hereby amends its statement on Schedule 13D filed with the Securities and Exchange Commission on October 3, 2003 (the "Original Filing"), with respect to the Common Stock of Micron Technology, Inc. ("Micron"). ITEM 1. Security and Issuer. (a) Name and Address of Principal Executive Offices of Micron: Micron Technology, Inc. 8000 South Federal Way P.O. Box 6 Boise, Idaho, 83716-9632 (b) Title of Class of Equity Securities: Common Stock, $.10 par value (the "Common Stock") ITEM 2. Identity and Background. (a) Name of Person Filing: Intel Corporation (b) Address of Principal Business Office: 2200 Mission College Boulevard Santa Clara, CA 95054-1549 (c) Principal Occupation and Business: Manufacturer of microcomputer components, modules and systems. (d) Criminal Proceedings: During the last five years, neither Intel nor any executive officer or director of Intel has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Civil Proceedings: During the last five years, neither Intel nor any executive officer or director of Intel has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation CUSIP No. 595112 13 D/A Page 4 of 13 Pages with respect to such laws. (f) Place of Organization: Delaware Attached hereto as Appendix A is information required by this Item 2 with respect to the executive officers and directors of Intel. All such individuals are U.S. citizens, except as otherwise indicated on Appendix A. ITEM 3. Source and Amount of Funds or Other Consideration. (a) Source of Funds: N/A (b) Amount of Funds: N/A ITEM 4. Purpose of the Transaction. As of the date of this filing, Intel holds non-voting stock rights convertible into and exchangeable for (at no additional consideration) 33,860,045 shares of Micron's Common Stock (the "Stock Rights"). The Stock Rights represent a right to acquire less than five percent (5%) of Micron's Common Stock as a result of Micron issuing additional shares during its fiscal quarter ended March 2, 2006. As disclosed in the Original Filing, based upon Intel's evaluation of market conditions, market price, alternative investment opportunities, liquidity needs and other factors, Intel will from time to time explore opportunities for liquidating all or a portion of the Stock Rights, through one or more sales pursuant to public or private offerings or otherwise. As of the date of this amendment, Intel does not have a sale of the Stock Rights pending and presently does not intend to sell at current market prices. ITEM 5. Interest in Securities of the Issuer. The information contained in Item 4 is incorporated herein by this reference. (a) Number of Shares Beneficially Owned: 33,860,045(1) CUSIP No. 595112 13 D/A Page 5 of 13 Pages Percent of Class: 4.8% of Micron's Common Stock (based upon 709,993,194 shares of Common Stock outstanding, as reported by Micron in its Form 10- Q for the quarter ended March 2, 2006, and assuming the conversion of Intel's Stock Rights into 33,860,045 shares of Common Stock). (b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares: 33,860,045(1) Shared Power to Vote, Direct the Vote of, or Dispose of Shares: N/A (c) Recent Transactions: As a result of Micron issuing 53,700,000 shares of Micron's Common Stock to persons other than Intel during the second quarter of 2006, and not through any sale or other disposition by Intel, Intel's beneficial ownership fell below 5%. (d) Rights with Respect to Dividends or Sales Proceeds: N/A (e) Date of Cessation of Five Percent Beneficial Ownership: April 11, 2006 (1) Intel does not directly own the securities of Micron. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Intel is deemed to own beneficially the securities of Micron that are owned beneficially by Intel Capital Corporation, a wholly-owned subsidiary of Intel. These securities of Micron consist of 33,860,045 shares of Common Stock that Intel Capital Corporation has a right to acquire within the next 60 days upon exchange or conversion (at no additional consideration) of the Stock Rights. The Stock Rights are non-voting securities. An executive officer of Intel beneficially owns 935 shares of Micron's Common Stock acquired through several different purchases in 2005 and 2006 and held for investment. An executive officer of Intel beneficially owns 820 shares of Micron's Common Stock which are held for investment. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No change CUSIP No. 595112 13 D/A Page 6 of 13 Pages ITEM 7. Material to be Filed as Exhibits. N/A CUSIP No. 595112 13 D/A Page 7 of 13 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of May 17, 2006. INTEL CORPORATION By: /s/ D Bruce Sewell D. Bruce Sewell Senior Vice President and General Counsel CUSIP No. 595112 13 D/A Page 8 of 13 Pages APPENDIX A DIRECTORS The following is a list of all Directors of Intel Corporation and certain other information with respect to each Director. All Directors are United States citizens except as indicated below. Name: Craig R. Barrett Business Intel Corporation Address: 2200 Mission College Boulevard Santa Clara, CA 95054 Principal Chairman Occupation: Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of corporation or 2200 Mission College Boulevard other Santa Clara, CA 95054 organization in which employment is conducted: Name: Ambassador Charlene Barshefsky Business Wilmer Cutler Pikering Hale and Dorr LLP Address: 2445 M Street N.W. Washington, D.C. 20037 Principal Senior International Partner Occupation: Name, principal Wilmer Cutler Pikering Hale and Dorr LLP, a business and provider of legal services. address of corporation or 2445 M Street N.W. other Washington, D.C. 20037 organization in which employment is conducted: Name: E. John P. Browne Business BP p.l.c. Address: 1 St. James's Square London, SW1Y 4PD CUSIP No. 595112 13 D/A Page 9 of 13 Pages Principal Group Chief Executive Occupation: Name, principal BP p.l.c., an integrated oil company. business and address of 1 St. James's Square corporation or London SW1Y 4PD other organization in which employment is conducted: Citizenship: British Name: D. James Guzy Business Retired Address: Principal Retired Occupation: Name, principal P.O. Box 128 business and Glenbrook, NV 89413 address of corporation or other organization in which employment is conducted: Name: Reed E. Hundt Business McKinsey & Company Address: 600 14th Street N.W. #300 Washington, D.C. 20005 Principal Senior Advisor Occupation: Name, principal McKinsey & Company, a management consulting business and firm. address of corporation or 600 14th Street N.W. other #300 organization in Washington, D.C. 20005 which employment is conducted: Name: Gordon E. Moore CUSIP No. 595112 13 D/A Page 10 of 13 Pages Business Intel Corporation Address: 2200 Mission College Boulevard Santa Clara, CA 95054 Principal Chairman Emeritus of the Board of Directors Occupation: Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of corporation or 2200 Mission College Boulevard other Santa Clara, CA 95054 organization in which employment is conducted: Name: Paul S. Otellini Business Intel Corporation Address: 2200 Mission College Boulevard Santa Clara, CA 95054 Principal Chief Executive Officer Occupation: Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and systems. address of corporation or 2200 Mission College Boulevard other Santa Clara, CA 95054 organization in which employment is conducted: Name: James D. Plummer Business Stanford University Address: Terman Engineering Center Terman 214 Palo Alto, CA 94305 Principal Dean Occupation: Name, principal Stanford University, an educational business and institution. address of CUSIP No. 595112 13 D/A Page 11 of 13 Pages corporation or Stanford University other Terman Engineering Center organization in Terman 214 which employment Palo Alto, CA 94305 is conducted: Name: David S. Pottruck Business Red Eagle Ventures, Inc. Address: One California Street Suite 2630 San Francisco, CA 94111 Principal Chairman and Chief Executive Officer Occupation: Name, principal Red Eagle Ventures, Inc., a private equity business and firm. address of corporation or One California Street other Suite 2630 organization in San Francisco, CA 94111 which employment is conducted: Name: Jane E. Shaw Business Retired from Aerogen, Inc. Address: Principal Retired Chairman and Chief Executive Officer Occupation: Name, principal c/o Intel Corporation business and 2200 Mission College Boulevard address of SC4-203 corporation or Santa Clara, CA 95054 other organization in which employment is conducted: Name: John L. Thornton Business 375 Park Avenue Address: Suite 1002 New York, NY 10152 Principal Professor and Director of Global Leadership Occupation: CUSIP No. 595112 13 D/A Page 12 of 13 Pages Name, principal 375 Park Avenue business and Suite 1002 address of New York, NY 10152 corporation or other organization in which employment is conducted: Name: David B. Yoffie Business Harvard Business School Address: Morgan Hall 215 Soldiers Field Park Road Boston, MA 02163 Principal Max and Doris Starr Professor of International Occupation: Business Administration Name, principal Harvard Business School, an educational business and institution. address of corporation or Morgan Hall 215 other Soldiers Field Park Road organization in Boston, MA 02163 which employment is conducted: CUSIP No. 595112 13 D/A Page 13 of 13 Pages EXECUTIVE OFFICERS The following is a list of all executive officers of Intel Corporation excluding executive officers who are also directors. Unless otherwise indicated, each officer's business address is 2200 Mission College Boulevard, Santa Clara, CA 95054-1549, which address is Intel Corporation's business address. Name: Andy D. Bryant Title: Executive Vice President; Chief Financial and Enterprise Services Officer Name: Sean M. Maloney Title: Executive Vice President; General Manager, Mobility Group Citizenship: British Name: Robert J. Baker Title: Senior Vice President; General Manager, Technology and Manufacturing Group Name: Patrick P. Gelsinger Title: Senior Vice President; General Manager, Digital Enterprise Group Name: Arvind Sodhani Title: Senior Vice President; President, Intel Capital Name: Anand Chandrasekher Title: Senior Vice President; General Manager, Sales and Marketing Group Name: David Perlmutter Title: Senior Vice President; General Manager, Mobility Group Citizenship: Israel Name: D. Bruce Sewell Title: Senior Vice President; General Counsel Name: Thomas M. Kilroy Title Vice President; General Manager, Digital Enterprise Group -----END PRIVACY-ENHANCED MESSAGE-----