AMD 2007 Annual Report Download - page 274

Common Stock
In November 2006, the Company completed a secondary offering of Class A common stock held by AMD and Fujitsu. In connection with this offering,
the Company also sold an additional 5,247,000 shares of Class A common stock for which it received net proceeds of approximately $68 million. All of the
outstanding shares of Class D common stock held by Fujitsu were converted into shares of Class A common stock on a one-for-one basis immediately prior to
the initial closing of this offering by resolution of the Board of Directors into shares of Class A common stock on a one-for-one basis.
As of December 31, 2006, the common stock outstanding consists of three classes of stock: Class A common stock, Class B common stock and Class C
common stock.
• 134,219,224 shares of Class A common stock issued and outstanding,
• one share of Class B common stock issued and outstanding and beneficially held by AMD;
• one share of Class C common stock issued and outstanding and beneficially held by Fujitsu.
The purpose of the Class B common stock and the Class C common stock is solely to entitle AMD and Fujitsu to elect such number of members to the
Company’s board of directors as set forth in the certificate of incorporation, which depends on the holder’s aggregate ownership interest in the Company.
Except as described below or as required by law, the holders of the Company’s common stock are entitled to one vote per share on all matters to be voted
on by stockholders and shall vote together as a single class. Stockholders are not entitled to cumulative voting rights, and, accordingly, the holders of a majority
of the shares voting for the election of directors can elect the entire board if they choose to do so and, in that event, the holders of the remaining shares will not be
able to elect any person to the board of directors. Amendments to the Company’s certificate of incorporation that would alter or change the powers, preferences
or special rights of any class of the Company’s common stock, so as to affect the holders of such class adversely, must be proposed in a resolution adopted by the
Company’s board of directors, declaring its advisability, and must be approved by a majority of the votes entitled to be cast by the holders of the shares affected
by the amendment, voting as a separate class.
The Company does not anticipate paying dividends on the common stock in the foreseeable future. In addition, the terms of the Company’s current credit
arrangements and the indenture governing the Company’s senior notes restrict the Company’s ability to declare or pay dividends on the Company’s common
stock. Holders of the common stock are entitled to receive such dividends, if any, as may be declared from time to time by the board of directors, in its discretion,
from funds legally available therefrom and subject to prior dividend rights of holders of any shares of preferred stock which may be outstanding. Upon
liquidation or dissolution of the company, subject to prior liquidation rights of the holders of any shares of preferred stock which may be outstanding, the holders
of common stock are entitled to receive on a pro rata basis the Company’s remaining assets available for distribution. Holders of the common stock have no
preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares.
There are no conversion rights with respect to the Company’s Class A common stock. Class B common stock and Class C common stock are convertible
automatically into Class A common stock upon the occurrence of specific events.
The Class B common stock will convert automatically on a one-for-one basis into Class A common stock in the event that:
• AMD’s aggregate ownership interest in the Company falls below ten percent of the outstanding shares of the Company’s capital stock, as calculated
on an as-converted to common stock basis; or
• AMD transfers its share of Class B common stock to any person other than an AMD affiliate.
Source: ADVANCED MICRO DEVIC, 10-K, February 26, 2008