AMD 2006 Annual Report Download - page 54

Table of Contents
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Our common stock (symbol “AMD”) is listed on the New York Stock Exchange. On February 16, 2007, there were 7480 registered holders of our
common stock. The following table sets forth on a per share basis the high and low intra-day sales prices on the New York Stock Exchange for our common
stock for the periods indicated:
High Low
Fiscal year ended December 31, 2006
First quarter $ 42.70 $ 30.16
Second quarter 36.08 23.46
Third quarter 27.90 16.90
Fourth quarter 25.69 19.90
High Low
Fiscal year ended December 25, 2005
First quarter $ 22.37 $ 14.63
Second quarter 18.34 14.08
Third quarter 24.03 16.63
Fourth quarter 30.65 20.22
We have never paid any cash dividends on our common stock and have no present plans to do so. Under the terms of our October 2006 Term Loan and the
terms of our Indenture for the 7.75% Notes dated October 29, 2004 with Wells Fargo Bank, N.A., as Trustee, we are limited in our ability to pay cash dividends
unless we obtain the written consent of the lenders and bondholders. Specifically, we are prohibited from paying cash dividends if the aggregate amount of
dividends and other restricted payments made by us since entering into the respective agreement would exceed the sum of specified financial measures including
fifty percent of consolidated net income as that term is defined in the respective agreement. In addition, our German subsidiary, AMD Fab 36 KG is restricted by
the terms of the Fab 36 Loan Agreement from paying cash dividends to us or providing loans or advances to us in certain circumstances without the prior written
consent of the lenders.
The information under the caption, “Equity Compensation Plan Information,” in our Proxy Statement for our Annual Meeting of Stockholders to be held
on May 3, 2007 (2007 Proxy Statement) is incorporated herein by reference.
During the period covered by this report, we issued or sold the following equity securities that were not registered under the Securities Act of 1933, or the
Act.
On October 25, 2006, we acquired all the outstanding shares of ATI for a combination of approximately $4.3 billion in cash, and approximately 58 million
shares of our common stock. The common stock was issued pursuant Section 3(a)(10) of the Act, which provides an exemption from the registration
requirements of the Act. The Superior Court of Justice (Ontario) held a hearing regarding, among other things, the fairness of the transaction and approved the
transaction. This hearing satisfied the requirements of Section 3(a)(10).
We have an ongoing authorization from the Board of Directors to repurchase up to $300 million worth of our common stock over a period of time to be
determined by management. These repurchases may be made in the open market or in privately negotiated transactions from time to time in compliance with
applicable rules and regulations, subject to market conditions, applicable legal requirements and other factors. We are not required to repurchase any particular
amount of our common stock and the program may be suspended at any time at our discretion. During the fourth quarter of 2006, we did not repurchase any of
our equity securities pursuant to this Board authorized program.
49
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007