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 27, 2005

Date of Report (date of earliest event reported)

 

MICRON TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-10658

 

75-1618004

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

8000 South Federal Way
Boise, Idaho  83716-9632

(Address of principal executive offices)

 

(208) 368-4000

(Registrant’s telephone number, including area code)

 

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))

 

 



 

Item 1.01       Entry into a Material Definitive Agreement

 

In June 1997, the Board of Directors approved a program whereby non-employee directors are granted (i) an initial option to purchase 10,000 shares upon the later of the date of their appointment to the Board of Directors, and (ii) June 30, 1997, the date on which the resolutions approving the program were passed by the Board of Directors.  In connection with Ms. Mercedes Johnson’s appointment to the Company’s Board of Directors (see Item 5.02 below), Ms. Johnson was granted a fully vested option for 10,000 shares with an exercise price of $10.58 pursuant to the standard Material Option Terms on the Form of Agreement previously filed with the Commission.

 

Item 5.02.      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

Effective June 27, 2005, the Company’s Board of Directors appointed Mercedes Johnson as a member of the Board of Directors.  Ms. Johnson is expected to be appointed to the Audit Committee of the Board of Directors, effective July 18, 2005.  The full text of the press release issued in connection with the appointment of Ms. Johnson to the Board of Directors is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The Company paid $71.3 million for fiscal 2004 and $58.7 million (to date) for fiscal 2005 to Lam Research Corporation for semiconductor manufacturing equipment and related services.  Ms. Johnson, whose employment with Lam Research Corporation ended in January of 2005, is the former Sr. Vice President, Finance and Chief Financial Officer of Lam Research Corporation.

 

Item 5.03.      Amendments to Articles of Incorporation or Bylaws; Change in Financial Year

 

Effective June 27, 2005, the Company’s Board of Directors amended the Bylaws of the Company to increase the authorized number of directors from seven to eight in order to effectuate the appointment of Ms. Johnson to the Company’s Board of Directors.  See Item 5.02 above and Exhibit 3.8 to this Current Report on Form 8-K.

 

2



 

Item 9.01.      Financial Statements and Exhibits.

 

(c)  Exhibits.

 

The following exhibits are filed herewith:

 

Exhibit No.

 

Description

 

 

 

3.8

 

Twenty-Fifth Amendment to Bylaws

99.1

 

Press Release issued on June 28, 2005

 

3



 

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.

 

 

 

 

Date:  July 1, 2005

By:

/s/ W. G. Stover, Jr.

 

 

Name:

W. G. Stover, Jr.

 

 

Title:

Vice President of Finance and

 

 

 

Chief Financial Officer

 

 

4



 

INDEX TO EXHIBITS FILED WITH

THE CURRENT REPORT ON FORM 8-K DATED JULY 1, 2005

 

Exhibit

 

Description

 

 

 

3.8

 

Twenty-Fifth Amendment to Bylaws

99.1

 

Press Release issued on June 28, 2005

 

5


EXHIBIT 3.8

 

CERTIFICATE OF TWENTY-FIFTH AMENDMENT

TO THE BYLAWS OF

MICRON TECHNOLOGY, INC.

 

I, Jan R. Reimer, Assistant Corporate Secretary of Micron Technology, Inc., a Delaware corporation (the “Company”), hereby certify that the following resolution was adopted by the Board of Directors effective as of June 27, 2005:

 

WHEREAS, the Company’s Governance and Compensation Committee of the Board has nominated, approved and recommended that Ms. Mercedes Johnson sit as a member of the Company’s Board of Directors; and

 

WHEREAS, the Board is in agreement with the recommendation of the Governance and Compensation Committee;

 

NOW THEREFORE, BE IT RESOLVED, that the first sentence of Article III, Section I of the Bylaws of this Company be deleted and the following be substituted therefore:

 

“SECTION I.  The authorized number of directors of the corporation shall be eight.”

 

IN WITNESS WHEREOF, I hereunto set my hand and affix the corporate seal of said Company effective as of the 27th day of June, 2005.

 

 

 

/s/ Jan Reimer

 

(SEAL)

Assistant Corporate Secretary

 


EXHIBIT 99.1

 

FOR IMMEDIATE RELEASE

 

Contacts:

Kipp A. Bedard

Trudy Sullivan

 

Investor Relations

Media Relations

 

kbedard@micron.com

tsullivan@micron.com

 

(208) 368-4400

(208) 368-4400

 

 

 

 

Web site URL http://www.micron.com

 

MICRON TECHNOLOGY, INC., ANNOUNCES APPOINTMENT OF NEW DIRECTOR

 

Boise, Idaho, June 28, 2005 – Micron Technology, Inc., (NYSE: MU) today announced the appointment of Mercedes Johnson to its board of directors.  Ms. Johnson, most recently worked with Lam Research Corporation, serving for seven years as its senior vice president, finance, and chief financial officer.  Prior to joining Lam Research, Ms. Johnson spent 10 years with Applied Materials, Inc., where she served in various senior financial management positions, including vice president and worldwide operations controller.  In addition, Ms. Johnson has held managerial and controller positions at Nanometrics, Inc., NCR Corporation, and Hewlett-Packard Company.  Ms. Johnson holds a degree in accounting from the University of Buenos Aires and currently serves on the board of directors for Storage Technology Corporation (StorageTek®).

 

Steve Appleton, Micron’s chairman of the board, chief executive officer and president, commented, “We are extremely pleased to welcome Mercedes to Micron’s board of directors. She has an excellent financial background and nearly two decades of experience in the semiconductor industry.  She will be an immediate, valuable and contributing member of the board of directors.”

 

Micron Technology, Inc., is one of the world’s leading providers of advanced semiconductor solutions. Through its worldwide operations, Micron manufactures and markets DRAMs, 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 its web site at www.micron.com.

 

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