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
June
1, 2009
Date of
Report (date of earliest event reported)
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MICRON
TECHNOLOGY, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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1-10658
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75-1618004
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8000
South Federal Way
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Boise,
Idaho 83716-9632
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(Address
of principal executive offices)
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(208)
368-4000
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(Registrant’s
telephone number, including area code)
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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 (see General Instruction A.2. below):
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-4c))
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Item
8.01.
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Other
Events.
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On June
1, 2009, the Company issued a press release relating to the sale of a majority
interest in Aptina Imaging Corporation, its imaging solutions
business. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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The
following exhibits are filed herewith:
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Exhibit No.
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Description
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99.1
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Press
Release issued on June 1, 2009
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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.
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MICRON
TECHNOLOGY, INC.
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Date:
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June
2, 2009
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By:
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/s/
Ronald C. Foster
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Name:
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Ronald
C. Foster
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Title:
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Chief
Financial Officer and
Vice
President of Finance
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INDEX
TO EXHIBITS FILED WITH
THE
CURRENT REPORT ON FORM 8-K DATED JUNE 1, 2009
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Exhibit
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Description
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99.1
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Press
Release issued on June 1, 2009
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EXHIBIT
99.1
FOR
IMMEDIATE RELEASE
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Contacts:
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Daniel
Francisco
Micron
Technology, Inc.
208-368-5584
dfrancisco@micron.com
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Mark
Wilson
Aptina
Imaging Corporation
408-660-2298
markwilson@aptina.com
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Angela
Murray
Riverwood
Capital
650-618-7300
press@riverwoodcapital.com
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Kristin
Celauro (for TPG Capital)
Owen
Blicksilver Public Relations
732-291-5456
kristin@blicksilverpr.com
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MICRON
TECHNOLOGY REACHES AGREEMENT WITH RIVERWOOD CAPITAL
AND
TPG CAPITAL TO SELL APTINA IMAGING CORPORATION
BOISE, Idaho, and SAN JOSE, Calif.,
June 1, 2009 – Micron Technology, Inc. (NYSE: MU) today announced that it
has signed an agreement to sell a majority interest in its imaging
solutions business, Aptina Imaging Corporation, to Riverwood Capital and TPG
Capital. As part of the agreement, Micron will retain a 35 percent minority
stake in the independent, privately held company. Riverwood and TPG will also
contribute significant primary capital to Aptina’s balance sheet, and Micron
will continue to manufacture products and provide services for Aptina at its
worldwide facilities. After the transaction is completed, Micron expects to
record a loss approximating $100 million in the fourth quarter of its fiscal
year in connection with the sale, and Aptina’s separate financials will no
longer be consolidated in Micron’s financial statements. The transaction is
expected to be completed in the next 60 days.
“Launching
Aptina as an independent business entity enables Micron and Aptina to focus on
their respective core businesses while continuing to maintain a strong
relationship with Micron's manufacturing and process development expertise
and Aptina's product and market expertise,” said Steve Appleton, Micron Chairman
and Chief Executive Officer. “Additionally, this transaction enables Micron to
maintain a strategic investment in a leading company in the imaging
industry.”
Since it was established eight
years ago, the imaging business at Micron has led the industry in enabling
beautiful, crisp pictures and video regardless of the application. Its customers
have included every major mobile phone manufacturer, every major PC brand and
several major automotive OEMs. Key milestones for the business unit have
included developing the world’s first 2.2-micron pixel architecture, 1.75-micron
pixel architecture and 1.4-micron pixel architecture; leading the industry in
high-speed image capture; bringing high-definition capabilities to digital still
and video cameras; and successfully shipping more than 1 billion units. In the
fiscal year ending August 2008, Aptina had revenue of approximately $650
million. In October 2008, Aptina became a wholly owned subsidiary of
Micron.
“The
Aptina opportunity fits perfectly into the Riverwood strategy of making
well-capitalized investments in leading technology companies with strong growth
profiles,” said Michael Marks, founding partner of Riverwood. “We look forward
to partnering with TPG and Aptina management to further develop Aptina as the
market leader in imaging solutions.”
“As one of the pioneers in
semiconductor buyouts, TPG is very excited to invest in Aptina,” said John
Marren, a partner at TPG. “An independent Aptina will attract world-class
talent, and given its strong, debt-free balance sheet, Aptina is well positioned
to pursue consolidation and other growth opportunities that will further its
leadership in CMOS imaging.”
About
Micron
Micron Technology, Inc., is one of the
world’s leading providers of advanced semiconductor solutions. Through its
worldwide operations, Micron manufactures and markets DRAM, NAND flash memory,
CMOS image sensors, other semiconductor components, and memory modules for use
in leading-edge computing, consumer, networking, and mobile products. Micron’s
common stock is traded on the New York Stock Exchange (NYSE) under the MU
symbol. To learn more about Micron Technology, Inc., visit www.micron.com.
About
Aptina
Aptina, a subsidiary of Micron
Technology, Inc., is a global provider of complementary
metal–oxide–semiconductor (CMOS) imaging solutions with a growing portfolio of
products that can be found in all the leading mobile phone and notebook computer
brands. Aptina also offers a wide range of products for digital and video
cameras, surveillance, medical, automotive and industrial applications, video
conferencing, barcode scanners, toys, and gaming. Aptina continually drives
innovation in the market as seen with the introduction of the first 10MP CMOS
image sensor for point-and-shoot cameras (MT9J001), and the industry’s first 5MP
SOC with ¼” format (MT9P111). For additional information on Aptina, visit
www.aptina.com.
About
Riverwood Capital
Riverwood Capital is a globally-focused
private equity firm that invests in high-growth businesses in the technology and
services industries, across a variety of verticals and geographies. Riverwood
was established by a talented group of private equity and technology industry
executives, which gives Riverwood a unique combination of operational,
strategic, financial and technical insight into investment
candidates. The founders group includes Michael Marks, Chris Varelas,
Thomas Smach, Nicholas Brathwaite, Francisco Alvarez-Demalde and Jeffrey Parks.
Riverwood has offices in Menlo Park, CA and New York, NY and currently has more
than 20 investments in North America, Latin America and Asia. Please visit
www.riverwoodcapital.com.
About
TPG Capital
TPG Capital is the global buyout group
of TPG, a leading private investment firm founded in 1992, with approximately
$45 billion of assets under management and offices in San Francisco, London,
Hong Kong, New York, Fort Worth, Menlo Park, Washington, D.C., Melbourne,
Moscow, Mumbai, Paris, Luxembourg, Beijing, Shanghai, Singapore and
Tokyo. TPG Capital has extensive experience with global public and
private investments executed through leveraged buyouts, recapitalizations,
spinouts, joint ventures and restructurings. TPG Capital’s
investments span a variety of industries including technology, financial
services, travel and entertainment, industrials, retail, consumer, media and
communications, and healthcare. Please visit
www.tpg.com.
###
Micron
and the Micron orbit logo are trademarks of Micron Technology, Inc. All other
trademarks are the property of their respective owners.
This
press release contains forward-looking statements regarding the amount and
timing of the loss that Micron Technology, Inc., is expected to record in
connection with the transaction and the closing date of the transaction. Actual
events or results may differ materially from those contained in the
forward-looking statements. Please refer to the documents that Micron files on a
consolidated basis from time to time with the Securities and Exchange
Commission, specifically Micron's most recent Form 10-K and Form 10-Q. These
documents contain and identify important factors that could cause the actual
results for Micron on a consolidated basis to differ materially from those
contained in forward-looking statements (see Certain Factors). Although Micron
believes that the expectations reflected in the forward-looking statements are
reasonable, Micron cannot guarantee future results, levels of activity,
performance or achievements. Micron is under no duty to update any of the
forward-looking statements after the date of this report to conform to actual
results.