AMD 1995 Annual Report Download - page 31

5. Irving Karton and Jason Lyons v. S. Atiq Raza, et al. (Case No.
CV753583, Cal. Sup. Ct., County of Santa Clara, California). On November 1,
1995, two alleged shareholders of NexGen filed suit against NexGen, its board of
directors and a former director of NexGen. The complaint, as amended, alleged
that the consideration which NexGen stockholders would receive pursuant to the
Merger was inadequate; the defendants had therefore breached the directors'
fiduciary duties to the stockholders of NexGen; the Merger consideration was
below the fair or inherent value of NexGen; the defendants had not considered
other potential purchasers of NexGen or its stock; and there had been inadequate
disclosure of material facts concerning the business and prospects of NexGen as
they related to the Merger. The amended complaint sought an injunction against
the Merger, rescission of the Merger, if consummated, unspecified damages,
attorneys' fees and other relief. On December 12, 1995, all parties to the
litigation entered into a Memorandum of Understanding that contemplates the
settlement of the litigation, pursuant to which the agreement governing the
Merger was amended in certain respects; a stockholder rights plan adopted by
NexGen was amended in certain respects; and NexGen made certain disclosures to
its stockholders in connection with the Merger which were requested by the
plaintiffs. The Stipulation of Settlement pursuant to which the litigation will
be dismissed was preliminarily approved on January 11, 1996. AMD has succeeded
to the rights and obligations of NexGen under the Memorandum of Understanding
and the Stipulation of Settlement. Attorneys for the plaintiff class have
agreed to apply to the court for fees and expenses to be paid by the defendants.
The agreed upon amount is not material, and is payable in AMD common stock or,
at AMD's option, in cash.
6. Advanced Micro Devices, Inc. v. Altera Corporation (Case No. C-94-
20567-RMW, U.S. District Ct., San Jose, California). This litigation, which
began in 1994, involves multiple claims and counterclaims for patent
infringement relating to the Corporation's and Altera Corporation's programmable
logic devices. AMD intends to contest the counterclaim vigorously. Based upon
information presently known to management, the Corporation does not
28
Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996