Micron Technology, Inc.
MICRON TECHNOLOGY INC (Form: S-8, Received: 03/23/2018 15:00:51)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
____________________________________
MICRON TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
____________________________________
Delaware
 
75-1618004
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
8000 S. Federal Way
Boise, Idaho 83716-9632
(Address of principal executive offices)
____________________________________
Micron Technology, Inc.
Employee Stock Purchase Plan
____________________________________
(Full title of the plan)
 
Sanjay Mehrotra
President and Chief Executive Officer and Director
Micron Technology, Inc.
8000 S. Federal Way
Boise, Idaho 83716-9632
(Name and address of agent for service)
208-368-4000
(Telephone number, including area code, of agent for service)
____________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
x
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer (Do not check if a smaller reporting company)
o
Smaller reporting company
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 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
Title of
securities to be registered
Amount to be registered (1)
Proposed maximum aggregate offering price per share
Proposed maximum aggregate offering price (2)
Amount of registration fee
Common Stock $0.10 par value per share, to be issued pursuant to the Micron Technology, Inc. Employee Stock Purchase Plan (3)
33,000,000
$59.87
$1,975,710,000
$245,976
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), to the extent additional shares of the Registrant's Common Stock may be issued or issuable as a result of a stock split, stock dividend, or other distribution declared at any time by the Board of Directors while this Registration Statement is in effect, this Registration Statement is hereby declared to cover all of such additional Common Stock.
(2)
Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act, solely for the purpose of calculating the registration fee on the basis of $59.87 per share, which is the average of the high and low price of the Company's Common Stock as reported on the Nasdaq Global Select Market on March 19, 2018.
(3)
Includes rights to acquire common stock of the Company under any shareholder rights plan then in effect, if applicable under the terms of any such plan.





PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
The documents containing the information specified in Part I of Form S-8 will be sent or delivered to participants of the Micron Technology, Inc. Employee Stock Purchase Plan and are not required to be filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as a prospectus or prospectus supplements pursuant to the Note to Part I of Form S-8 and Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"). These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
 
PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.
 
The following documents filed by Micron Technology, Inc. (the "Company") with the Commission are incorporated by reference in this Registration Statement:
 
(a) The Company's Annual Report on Form 10-K for the year ended August 31, 2017 (the "Annual Report") filed with the Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No. 1-10658), on October 26, 2017.
 
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report.
 
(c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Commission on November 9, 1990, pursuant to Section 12(b) of the Exchange Act (File No. 1-10658), including any amendment or report filed with the Commission for the purpose of updating such description.

(d) The description of the Company’s Common Stock purchase rights contained in the Company’s Registration Statement on Form 8-A filed with the Commission on July 22, 2016, pursuant to Section 12(b) of the Exchange Act (File No. 1-10658), including any amendment or report filed with the Commission for the purpose of updating such description.
 
All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing such documents.
 
Item 4. Description of Securities.
 
Not applicable.


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Item 5. Interests of Named Experts and Counsel.
 
Not applicable.
 
Item 6. Indemnification of Directors and Officers.
 
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation's board of directors or stockholders to grant, indemnification to directors, officers, employees and agents in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act and for liabilities arising from other state and federal causes of action. Section 10 of the Company's Certificate of Incorporation and Article VIII of the Company's Bylaws provide for the mandatory indemnification of its officers, directors, employees and agents to the extent permitted by Delaware General Corporation Law. The Company has entered into agreements with its officers, directors, and certain key employees implementing such indemnification.
 
Item 7. Exemption from Registration Claimed.
 
Not applicable.
 
Item 8. Exhibits.
 
The Exhibits to this registration statement are listed in the Exhibit Index of this registration statement and are incorporated herein by reference.
 
Item 9. Undertakings.
 
(a) The undersigned Company hereby undertakes:
 
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
(i) to include any prospectus required by section 10(a)(3) of the Securities Act;
 
(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and
 
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
 
provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information

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required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
 
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(b) The undersigned Company hereby undertakes that, for the purpose of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


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SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boise, State of Idaho, on this 23 rd day of March 2018.

MICRON TECHNOLOGY, INC.
 
/s/ Sanjay Mehrotra
By: Sanjay Mehrotra
President and Chief Executive Officer and Director

/s/ David Zinsner
By: David Zinsner
Senior Vice President and Chief Financial Officer






POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Sanjay Mehrotra and David Zinsner, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature
 
Title
 
Date
/s/ Sanjay Mehrotra
 
 
 
March 23, 2018
Sanjay Mehrotra
 
President and Chief Executive Officer and Director
 
 
 
 
(Principal Executive Officer)
 
 
/s/ David Zinsner
 
 
 
March 23, 2018
David Zinsner
 
Senior Vice President and Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)
 
 
/s/ Robert E. Switz
 
 
 
March 16, 2018
Robert E. Switz
 
Chairman of the Board
 
 
/s/ Robert L. Bailey
 
 
 
March 16, 2018
Robert L. Bailey
 
Director
 
 
/s/ Richard M. Beyer
 
 
 
March 18, 2018
Richard M. Beyer
 
Director
 
 
/s/ Patrick J. Byrne
 
 
 
March 17, 2018
Patrick J. Byrne
 
Director
 
 
/s/ Mercedes Johnson
 
 
 
March 16, 2018
Mercedes Johnson
 
Director
 
 
/s/ Lawrence N. Mondry
 
 
 
March 16, 2018
Lawrence N. Mondry
 
Director
 
 






EXHIBIT INDEX

Exhibit
Number
Description of Exhibit
Filed
Herewith
Form
Period
Ending
Exhibit/
Appendix
Filing
Date
10.75
 
DEF 14A
 
A
12/7/2017
5.1
ü
 
 
 
 
23.1
ü
 
 
 
 
23.2
ü
 
 
 
 
24.1
ü
 
 
 
 






EXHIBIT 5.1


March 23, 2018
 
Micron Technology, Inc.
8000 South Federal Way
Boise, ID 83707-0006
 
Ladies and Gentlemen:
 
We have examined the Registration Statement on Form S-8 to be filed by Micron Technology, Inc. (“you” or the “Company”) with the Securities and Exchange Commission on or about March 23, 2018 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of 33,000,000 shares of your Common Stock, par value $0.10 per share (the “Shares”), reserved for issuance under the Micron Technology, Inc. Employee Stock Purchase Plan (the “ESPP”). As your legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares under the ESPP.
 
It is our opinion that upon completion of the proceedings to be taken, or contemplated by us as your counsel to be taken by you, prior to issuance of the Shares pursuant to the Registration Statement and the ESPP, and upon completion of the proceedings being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares, when issued and sold in the manner referred to in the ESPP and the agreements which accompany the ESPP, and in accordance with the Company's Certificate of Incorporation, will be legally and validly issued, fully paid and nonassessable.
 
We express no opinion as to any matter relating to laws of any jurisdiction other than the laws of the State of New York and the General Corporation Law of the State of Delaware, as such are in effect on the date hereof.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and amendments thereto.
 
Very truly yours,
 
/s/ Wilson Sonsini Goodrich & Rosati
 
WILSON SONSINI GOODRICH & ROSATI,
Professional Corporation





EXHIBIT 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated October 26, 2017 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Micron Technology, Inc.'s Annual Report on Form 10-K for the year ended August 31, 2017.



/s/ PricewaterhouseCoopers LLP
San Jose, California
March 23, 2018