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
April
2, 2008
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):
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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
1.01.
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Entry
into a Material Definitive
Agreement.
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On March
31, 2008, the Company’s joint venture subsidiary, TECH Semiconductor Singapore
Pte. Ltd. ("TECH") entered into a new credit facility that enables it to borrow
up to $600 million at SIBOR plus 2.5%, subject to customary covenants (the
“Credit Facility”). In addition to TECH, the parties to the Credit
Facility are ABN AMRO Bank N.V., Singapore Branch, Citibank, N.A., Singapore
Branch / Citigroup Global Markets Singapore Pte Ltd, DBS Bank Ltd and
Oversea-Chinese Banking Corporation Limited as Original Mandated Lead Arrangers
and a syndicate of banks (collectively the “Banks”). The Credit
Facility is available for drawdown from March 31, 2008 to December 31, 2008.
TECH is expected to draw $220 million under the new credit facility on April 7,
2008 and retire the amount outstanding under its previous credit facility by
paying off $240 million. Payments under the new facility are due in
13 quarterly installments commencing in May 2009. The Credit Facility
is secured by all of the assets of TECH and contains customary affirmative,
negative and financial covenants, including, among other requirements, negative
covenants that restrict TECH’s ability to create liens, incur indebtedness,
merge or consolidate, acquire or dispose of assets, make distributions, enter
into transactions with affiliates, enter into restrictive agreements and
financial covenants that establish applicable liquidity ratios, debt service
coverage ratios and limit the maximum leverage ratios that TECH can maintain at
any one time.
In
addition, the Credit Facility contains events of default, that include, among
others, non-payment of principal, interest or fees, violation of covenants,
inaccuracy of representations or statements, cross-defaults to certain other
indebtedness by TECH or the Company, bankruptcy and insolvency defaults of TECH
or the Company, material adverse change to the business of
TECH, specific ownership requirements, material judgments, and
non-extension of the term of the TECH joint venture. The occurrence
of an event of default could result in an increased interest rate, the
acceleration of TECH’s obligations under the Credit Facility and an obligation
of TECH or the Company, under certain circumstances to repay the full amount of
TECH’s borrowings under the Credit Facility.
In
connection with the Credit Facility, on March 31, 2008, the Company entered into
a Guarantee with ABN AMRO Bank B.V., Singapore Branch, as security agent for the
Banks (the “Guarantee”). Pursuant to the terms of the Guarantee, the
Company has guaranteed approximately 73% of the outstanding amount of the Credit
Facility, with the Company’s obligations increasing to 100% of the outstanding
amount of the Credit Facility upon the occurrence of certain
conditions. As a condition to granting the Guarantee, the Company has
a second position priority interest in all of the assets of TECH behind the
Banks. Certain limited events of default under the Credit Facility
will apply to the Company for as long as the Guarantee remains in place,
including inaccuracy of representations and statements the Company, violation of
covenants of the Company under the Guarantee, and material adverse change to the
business of the Company. In addition, the Guarantee contains a limited number of
covenants including requiring the obligations under the Guarantee to be pari passu with all other
indebtedness of the Company, making no substantial changes to the business, and
not entering into a merger where the Company is not the surviving entity or that
has a material adverse affect on its ability to repay the
Guarantee.
The
foregoing descriptions of the Credit Facility and Guarantee are only
summaries and do not purport to be complete. The summaries are
qualified in their entirety by reference to the actual agreements, which will be
filed as exhibits to a future periodic or current report.
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Item
2.02.
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Results
of Operations and Financial
Condition.
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On April
2, 2008, the Company announced its financial results for the quarter ended
February 28, 2008. The full text of the press release issued in
connection with the announcement is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information set forth under “Item 1.01, “Entry into a Material Definitive
Agreement,” is incorporated herein by reference.
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Item
2.05.
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Costs
Associated with Exit or Disposal
Activities.
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In the
fourth quarter of fiscal 2007, the Company began pursuing a number of
initiatives to drive greater cost efficiencies and revenue growth across its
operations. These initiatives include workforce reductions in certain
areas of the Company as the Company’s business is
realigned. Additional initiatives include establishing certain
operations closer in location to the Company’s global customers, evaluating
functions more efficiently performed through partnerships or other outside
relationships and reducing the Company’s overhead costs to meet or exceed
industry benchmarks.
During
the second quarter of fiscal 2008, the first quarter of fiscal 2008 and the
fourth quarter of fiscal 2007, the Company recorded restructure charges of $8
million, $13 million and $19 million, respectively, consisting primarily of
employee severance and related costs resulting from a reduction in the Company’s
workforce. The first quarter charge also included a write-down of the
carrying value of certain facilities to their estimated fair
values. The Company anticipates that it will incur some level of
restructure charges through the end of fiscal 2008 as it continues to implement
these initiatives, but is currently unable to estimate the aggregate amount of
the charges.
This
Current Report on Form 8-K contains forward-looking statements regarding the
date of the TECH drawdown and future restructure charges. Actual events or
results may differ materially from those contained in the forward-looking
statements. Please refer to the documents the Company files on a consolidated
basis from time to time with the Securities and Exchange Commission,
specifically the Company's most recent Form 10-K and Form 10-Q. These documents
contain and identify important factors that could cause the actual results for
the Company on a consolidated basis to differ materially from those contained in
our forward-looking statements (see Certain Factors). Although we believe that
the expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. We are under no duty to update any of the forward-looking
statements after the date of this report to conform to actual
results.
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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 April 2, 2008
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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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April
2, 2008
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By:
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/s/
D. Mark Durcan
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Name:
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D.
Mark Durcan
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Title:
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President
and Chief Operating Officer
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INDEX
TO EXHIBITS FILED WITH
THE
CURRENT REPORT ON FORM 8-K DATED APRIL 2, 2008
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Exhibit
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Description
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99.1
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Press
Release issued on April 2, 2008
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