UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): July 19, 2019

 


 

MICRON TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-10658

 

75-1618004

(State or other jurisdiction
of incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

8000 South Federal Way, Boise, Idaho

 

83716-9632

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (208) 368-4000

 

Not Applicable

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o              Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o              Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o              Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class

 

Trading symbol

 

Name of each exchange on which registered

Common Stock, par value $0.10 per share

 

MU

 

NASDAQ Global Select Market

Common Stock Purchase Rights

 

MU

 

NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 


 

Item 3.03. Material Modification to Rights of Security Holders.

 

The Section 382 Rights Agreement, dated as of July 20, 2016, between Micron Technology, Inc. (the “Company”) and Wells Fargo Bank, National Association (the “Rights Agreement”), and all common stock purchase rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement, expired by their respective terms on the close of business on July 19, 2019. Accordingly, the Rights Agreement is of no further force and effect.

 

On July 19, 2019, the Company issued a press release announcing the expiration of the Rights Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit 99.1      Press Release dated July 19, 2019.

 

2


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

MICRON TECHNOLOGY, INC.

 

 

 

DATED: July 19, 2019

By:

/s/ David A. Zinsner

 

Name:

David A. Zinsner

 

Title:

Senior Vice President and Chief Financial Officer

 

3


Exhibit 99.1

 

Contact Information:

 

Farhan Ahmad

Erica Pompen

Investor Relations

Media Relations

farhanahmad@micron.com

epompen@micron.com

(408) 834-1927

(408) 834-1873

 

FOR IMMEDIATE RELEASE

 

MICRON TECHNOLOGY ANNOUNCES EXPIRATION OF

SHAREHOLDER RIGHTS PLAN

 

BOISE, Idaho, July 19, 2019 — Micron Technology, Inc. (“Micron”, NASDAQ: MU) today announced that its shareholder rights plan (the “Rights Plan”) will expire in accordance with its terms on July 19, 2019. Shareholders are not required to take any action as a result of this expiration.

 

In connection with the expiration of the Rights Plan, Micron will take routine steps to voluntarily de-register the related common stock purchase rights under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to delist the common stock purchase rights from the NASDAQ Stock Market. These actions are administrative in nature and will have no effect on Micron’s common stock, which continues to be listed on the NASDAQ Stock Market and registered under the Exchange Act.

 

About Micron Technology, Inc.

 

We are an industry leader in innovative memory and storage solutions. Through our global brands — Micron®, Crucial®, and Ballistix® — our broad portfolio of high-performance memory and storage technologies, including DRAM, NAND, NOR Flash and 3D XPoint™ memory, is transforming how the world uses information to enrich life. Backed by 40 years of technology leadership, our memory and storage solutions enable disruptive trends, including artificial intelligence, machine learning and autonomous vehicles, in key market segments like data center, networking, automotive, industrial, mobile, graphics and client. Our common stock is traded on the Nasdaq under the MU symbol. To learn more about Micron Technology, Inc., visit micron.com.

 

The Micron logo and Micron symbol are trademarks of Micron Technology, Inc. All other trademarks are the property of their respective owners.