Micron Technology Inc S-3ASR, filed Nov 4, 2020
Micron Technology Inc (MU)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(Exact name of Registrant as specified in its charter)
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Delaware
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75-1618004
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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(208) 368-4000
Senior Vice President, Legal Affairs, General Counsel and Corporate Secretary
Micron Technology, Inc.
8000 South Federal Way, Boise, Idaho 83716-9632
(208) 368-4000
Wilson Sonsini Goodrich & Rosati, Professional Corporation
650 Page Mill Road, Palo Alto, California 94304
(650) 493-9300
| | If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. | | | ☐ | |
| | If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. | | | ☒ | |
| | If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. | | | ☐ | |
| | If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. | | | ☐ | |
| | If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. | | | ☒ | |
| | If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. | | | ☐ | |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Title of each class of
securities to be registered |
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Amount to be registered/proposed
maximum offering price per unit/proposed maximum aggregate offering price(1)(2) |
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Amount of
registration fee(3) |
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Common Stock, $0.10 par value(4)
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$
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Debt Securities
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$
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Warrants
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$
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Purchase Contracts
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$
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Units
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$
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Total
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$
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Debt Securities
Warrants
Purchase Contracts
Units
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INCORPORATION BY REFERENCE
8000 South Federal Way
Boise, Idaho 83716-9632
(208) 368-4000
INFORMATION NOT REQUIRED IN PROSPECTUS
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SEC registration fee
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| | | $ | (1) | | |
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Printing expenses
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(2
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Legal fees and expenses (including Blue Sky fees)
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(2
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Accounting fees and expenses
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(2
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Transfer agent, trustee, and warrant agent fees and expenses
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(2
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Miscellaneous
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(2
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Total
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| | | | | MICRON TECHNOLOGY, INC. | | |||
| | | | | By: | | |
/s/ David A. Zinsner
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David A. Zinsner
Senior Vice President and Chief Financial Officer |
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Signature
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Title
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Date
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/s/ Sanjay Mehrotra
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President and Chief Executive Officer
(Principal Executive Officer), Director |
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November 4, 2020
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Sanjay Mehrotra
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/s/ David A. Zinsner
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Senior Vice President and
Chief Financial Officer (Principal Financial Officer) |
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November 4, 2020
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David A. Zinsner
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/s/ Scott Allen
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Corporate Vice President and
Chief Accounting Officer (Principal Accounting Officer) |
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November 4, 2020
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Scott Allen
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/s/ Robert L. Bailey
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Director
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November 4, 2020
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Robert L. Bailey
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/s/ Richard M. Beyer
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Director
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November 4, 2020
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Richard M. Beyer
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/s/ Lynn Dugle
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Director
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November 4, 2020
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Lynn Dugle
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/s/ Steve Gomo
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Director
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November 4, 2020
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Steve Gomo
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/s/ Mary Pat McCarthy
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Director
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November 4, 2020
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Mary Pat McCarthy
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Signature
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Title
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Date
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/s/ Robert E. Switz
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Chairman of the Board
Director |
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November 4, 2020
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Robert E. Switz
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/s/ MaryAnn Wright
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Director
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November 4, 2020
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MaryAnn Wright
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Exhibit 5.1
[Letterhead of Wilson Sonsini Goodrich & Rosati Professional Corporation]
November 4, 2020
Micron Technology, Inc.
8000 South Federal Way
Boise, Idaho 83716-9632
Ladies and Gentlemen:
We have acted as special counsel to Micron Technology, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”), to be filed on the date hereof by the Company with the United States Securities and Exchange Commission (the “Commission”), for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), (i) shares of common stock, par value $0.10 per share (the “Common Stock”), of the Company and any common stock purchase rights ( “Rights”) associated with the Common Stock that may be issued pursuant to the applicable rights agreement (the “Rights Agreement”) between the Company and the rights agent to be named therein (the “Rights Agent”); (ii) the Company’s debt securities (the “Debt Securities”), which may be issued pursuant to that certain Indenture (the “Indenture”), dated February 6, 2019 , between the Company and U.S. Bank National Association (the “Trustee”), which has been filed as an exhibit to the Registration Statement and may be supplemented in connection with the issuance of each series of Debt Securities by a supplemental indenture or other appropriate action of the Company, as applicable, creating such series of Debt Securities; (iii) purchase contracts (the “Purchase Contracts”), which may be issued under one or more purchase contract agreements (each such Purchase Contract, a “Purchase Contract Agreement”) to be entered into between the Company and the purchase contract agent to be named therein (the “Purchase Contract Agent”); (iv) units of the Company (the “Units”) to be issued under one or more unit agreements (each such unit agreement, a “Unit Agreement”) to be entered into among the Company, the unit agent to be named therein (the “Unit Agent”), and the holders from time to time of the Units; and (v) warrants of the Company (the “Warrants” and, collectively with the Common Stock (and the associated Rights), Debt Securities, Purchase Contracts and Units, the “Securities”), which may be issued pursuant to a warrant agreement (the “Warrant Agreement”) between the Company and the warrant agent to be named therein (the “Warrant Agent”).
We, as your counsel, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion, including, without limitation, the Registration Statement and the Indenture (including the form of Debt Securities included therein).
Micron Technology, Inc.
November 4, 2020
Page 2 of 4
In our examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; and (iv) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company. In making our examination of documents executed or to be executed, we have assumed that the counterparties thereto, excluding the Company, have been duly organized and are, and will continue to be, validly existing and in good standing, and have or will have the requisite legal status and legal capacity under the laws of their respective jurisdictions of incorporation or organization and had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and, except as expressly set forth in the paragraphs below, the validity and binding effect thereof on such parties. In connection with the opinions expressed below, we have assumed that, at or prior to the time of the delivery of any Securities, that (i) the Board of Directors of the Company (or a duly authorized committee thereof) (the “Board”) shall have duly established the terms of the Securities and duly authorized the issuance and sale of such Securities and such authorization shall not have been modified or rescinded; (ii) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Securities Act; (iii) a prospectus supplement will have been filed with the Commission describing the Securities offered thereby; (iv) the Securities will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement; (v) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (vi) any Securities issuable upon conversion, exchange, redemption or exercise of any Securities being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise; (vii) that the applicable Rights Agreement has been duly authorized, executed and delivered by the Rights Agent and that the members of the Board have acted in a manner consistent with their fiduciary duties as required under applicable law in adopting such Rights Agreement; and (viii) there shall not have occurred any change in law affecting the validity or enforceability of such Securities. We have also assumed that none of the terms of any Securities to be established subsequent to the date hereof, the issuance and delivery of such Securities or the compliance by the Company with the terms of such Securities will violate any applicable law or public policy or will result in a violation of any provision of any instrument or agreement then binding upon the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company.
Based upon the foregoing, we advise you that, in our opinion:
| 1. | When the necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of shares of Common Stock or the issuance and sale of Securities convertible or exchangeable into or exercisable for shares of Common Stock (each, a “Common Offered Security”), in either case, proposed to be sold by the Company, and when such shares of Common Stock are issued and delivered in accordance with the applicable underwriting or other agreement against payment therefor (in an amount not less than the par value of the Common Stock) or upon conversion, exchange or exercise of any such Common Offered Security, in accordance with the terms of such Common Offered Security or the instrument governing such Common Offered Security providing for such conversion, exchange or exercise as approved by the Board, for the consideration approved by the Board (which consideration is not less than the par value of the Common Stock), in each case, such shares of Common Stock will be validly issued, fully paid and non-assessable. |
Micron Technology, Inc.
November 4, 2020
Page 3 of 4
| 2. | With respect to Debt Securities to be issued under the Indenture, when (a) the Board has taken all necessary corporate action to approve the issuance and terms of such Debt Securities, the terms of the offering thereof and related matters; and (b) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture, and the applicable definitive purchase, underwriting or similar agreement approved by the Board, or upon the exercise of Warrants to purchase Debt Securities, upon payment of the consideration therefor provided for therein, such Debt Securities will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and entitled to the benefits of the Indenture. |
| 3. | With respect to any Purchase Contracts to be issued pursuant to the Registration Statement, when (a) the Purchase Contract Agreement to be entered into in connection with the issuance of any such Purchase Contracts has been duly authorized, executed and delivered by the Purchase Contract Agent and the Company; (b) the specific terms of the Purchase Contracts have been duly authorized and established in accordance with the Purchase Contract Agreement; and (c) such Purchase Contracts have been duly authorized, executed, issued and delivered in accordance with the Purchase Contract Agreement and the applicable underwriting or other agreement against payment therefor or upon the due exercise, conversion or exchange of any Debt Securities or Warrants, as the case may be, such Purchase Contracts will constitute valid and binding obligations of the Company, enforceable in accordance with their terms. |
| 4. | With respect to any Units to be issued pursuant to the Registration Statement, when (a) the Unit Agreement to be entered into in connection with the issuance of any Units has been duly authorized, executed and delivered by the Unit Agent and the Company; (b) the specific terms of the Units have been duly authorized and established in accordance with the Unit Agreement; and (c) such Units have been duly authorized, executed, issued and delivered in accordance with the Unit Agreement and the applicable underwriting or other agreement against payment therefor or upon the due exercise, conversion or exchange of any Debt Securities or Warrants, as the case may be, such Units will constitute valid and binding obligations of the Company, enforceable in accordance with their terms. |
| 5. | With respect to any Warrants to be issued pursuant to the Registration Statement, when (a) the Warrant Agreement to be entered into in connection with the issuance of any Warrants has been duly authorized, executed and delivered by the Warrant Agent and the Company; (b) the specific terms of the Warrants have been duly authorized and established in accordance with the Warrant Agreement; and (c) such Warrants have been duly authorized, executed, issued and delivered in accordance with the Warrant Agreement and the applicable underwriting or other agreement against payment therefor or upon the due exercise, conversion or exchange of any Debt Securities or Warrants, as the case may be, such Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms. |
Micron Technology, Inc.
November 4, 2020
Page 4 of 4
The opinion in paragraph 1 above is limited to the laws of the State of Delaware that, in our experience, are normally applicable to the shares of Common Stock covered by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws. The opinions in paragraphs 2, 3, 4, and 5 above are limited to the laws of the State of New York that, in our experience, are normally applicable to debt securities, purchase contracts, units and warrant transactions of the type covered by the Registration Statement and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws. We have assumed that the choice of New York law to govern the Debt Securities and the Indenture and any supplemental indenture thereto is a valid and legal provision. We have also assumed that New York law will be chosen to govern any Purchase Contract Agreement, any Unit Agreement and any Warrant Agreement. We do not express any opinion with respect to any other law of any other jurisdiction or as to the effect of any such law on the opinions stated herein.
Our opinion that any document is legal, valid and binding is qualified as to:
| (a) | limitations imposed by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally; |
| (b) | rights to indemnification and contribution, which may be limited by applicable law or equitable principles; and |
| (c) | general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief and limitation of rights of acceleration, regardless of whether such enforceability is considered in a proceeding in equity or at law. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and further consent to the reference to our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Very truly yours, | |
| /s/ WILSON SONSINI GOODRICH & ROSATI, P.C. | |
| WILSON SONSINI GOODRICH & ROSATI | |
| Professional Corporation | |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Micron Technology, Inc. of our report dated October 19, 2020 relating to the financial statements, financial statement schedule 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 September 3, 2020. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
San Jose, California
November 4, 2020
Exhibit 25.1
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) ¨
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
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800 Nicollet Mall Minneapolis, Minnesota |
55402 |
| (Address of principal executive offices) | (Zip Code) |
Cheryl Nelson
U.S. Bank National Association
555 SW Oak Street
Portland, OR 97204
(503) 464.3758
(Name, address and telephone number of agent for service)
MICRON TECHNOLOGY, INC.
(Issuer with respect to the Securities)
| Delaware | 75-1618004 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
8000 South Federal Way Boise, Idaho |
83716-9632 |
| (Address of Principal Executive Offices) | (Zip Code) |
Debt Securities
(Title of the Indenture Securities)
FORM T-1
Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.
| a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
| b) | Whether it is authorized
to exercise corporate trust powers. Yes |
Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None
Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
| 1. | A copy of the Articles of Association of the Trustee.* |
| 2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
| 3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
| 4. | A copy of the existing bylaws of the Trustee.** |
| 5. | A copy of each Indenture referred to in Item 4. Not applicable. |
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 7. | Report of Condition of the Trustee as of June 30, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Portland, State of Oregon on the 4th of November, 2020.
| By: | /s/ Cheryl Nelson | |
| Cheryl Nelson | ||
| Vice President |
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Exhibit 2
4
Exhibit 3
5
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
| Dated: November 4, 2020 | ||
| By: | /s/ Cheryl Nelson | |
| Cheryl Nelson | ||
| Vice President | ||
6
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2020
($000’s)
| 6/30/2020 | ||||
| Assets | ||||
| Cash and Balances Due From | $ | 52,265,124 | ||
| Depository Institutions | ||||
| Securities | 126,598,837 | |||
| Federal Funds | 806 | |||
| Loans & Lease Financing Receivables | 311,129,409 | |||
| Fixed Assets | 7,834,494 | |||
| Intangible Assets | 12,365,020 | |||
| Other Assets | 26,097,656 | |||
| Total Assets | $ | 536,291,346 | ||
| Liabilities | ||||
| Deposits | $ | 425,279,286 | ||
| Fed Funds | 2,453,923 | |||
| Treasury Demand Notes | 0 | |||
| Trading Liabilities | 1,018,213 | |||
| Other Borrowed Money | 36,976,115 | |||
| Acceptances | 0 | |||
| Subordinated Notes and Debentures | 3,850,000 | |||
| Other Liabilities | 14,538,821 | |||
| Total Liabilities | $ | 484,116,358 | ||
| Equity | ||||
| Common and Preferred Stock | 18,200 | |||
| Surplus | 14,266,915 | |||
| Undivided Profits | 37,089,306 | |||
| Minority Interest in Subsidiaries | 800,567 | |||
| Total Equity Capital | $ | 52,174,988 | ||
| Total Liabilities and Equity Capital | $ | 536,291,346 | ||
7