AMD 1995 Annual Report Download - page 251

notes
TO CONSOLIDATED FINANCIAL STATEMENTS
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IV. Other matters
The company is a defendant or plaintiff in various other actions which arose in
the normal course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
financial condition or results of operations of the company.
NOTE 17 SHELF REGISTRATION STATEMENT
On May 25, 1994, the Securities and Exchange Commission declared effective the
company's shelf registration statement covering up to $400 million of its
securities, which may be either debt securities, preferred stock, depositary
shares representing fractions of shares of preferred stock, common stock,
warrants to purchase common stock, or any combination of the foregoing which the
company may offer from time to time in the future. The nature and terms of the
securities will be established at the time of their sale. The company may offer
the securities through underwriters to be named in the future, through agents or
otherwise. The net proceeds of any offering will be used for general corporate
purposes, which may include the reduction of outstanding indebtedness, working
capital increases, and capital expenditures. To date, the company has not
offered or sold any securities registered under the $400 million registration
statement.
NOTE 18 SUBSEQUENT EVENT
On January 17, 1996, the company acquired NexGen, Inc. (NexGen) in a tax-free
reorganization in which NexGen was merged directly into the company. The
shareholders of NexGen receive eight-tenths (0.8) of a share of the common stock
of AMD for each outstanding share of the common stock of NexGen. The company
expects to issue approximately 33.6 million shares of common stock to the
holders of NexGen common stock, options, rights to purchase under the employee
stock purchase plan, and warrants.
Pursuant to the merger, AMD extended NexGen a $60 million revolving line of
credit, of which $30 million has been used as of December 31, 1995.
The merger will be accounted for under the pooling-of-interests method and,
accordingly, historical financial data in future reports will be restated to
include NexGen data. The following unaudited pro forma data summarizes the
combined results of operations of the company and NexGen as though the merger
had occurred at the beginning of fiscal 1993.
Three Years Ended December 31, 1995
(Unaudited, pro forma)
(Thousands, except per share amounts) 95 94 93
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Net sales $2,468,379 $2,135,515 $1,648,280
Net income 216,326 281,247 216,589
Net income per
common share:
Primary $ 1.59 $ 2.18 $ 1.79
Fully diluted $ 1.57 $ 2.14 $ 1.77
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996