2013 Q2 10QA2


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q/A
(Amendment No. 2)
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2013

OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to

Commission file number 1-10658

Micron Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware
75-1618004
(State or other jurisdiction of
(IRS Employer Identification No.)
incorporation or organization)
 
 
 
8000 S. Federal Way, Boise, Idaho
83716-9632
(Address of principal executive offices)
(Zip Code)
 
 
Registrant's telephone number, including area code
(208) 368-4000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x   No  o

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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):
Large Accelerated Filer x
Accelerated Filer o
Non-Accelerated Filer o
(Do not check if a smaller reporting company)
Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x


The number of outstanding shares of the registrant's common stock as of April 2, 2013, was 1,030,104,505.
 
 
 
 
 





EXPLANATORY NOTE

In connection with the filing of our Quarterly Report on Form 10-Q for the period ended February 28, 2013 (the “February 2013 Form 10-Q”), we filed a number of agreements as exhibits to that report. Those exhibits included agreements with both Inotera Memories Inc. (“Inotera”) and Nanya Technology Corporation regarding our joint venture relationship involving Inotera.

Consistent with SEC regulations, we filed a Confidential Treatment Request, or CTR, with the SEC related to certain of these agreements and redacted portions of the agreements that were filed as exhibits to the February 2013 Form 10-Q.

This Amendment to the February 2013 Form 10-Q, is being filed solely for the purpose of refiling Exhibits 10.126 and 10.128. These Exhibits were initially filed with the February 2013 Form 10-Q on April 9, 2013. The redactions to Exhibits 10.126 and 10.128 have been revised in response to a comment letter received by the Company from the Securities and Exchange Commission.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A contains the complete text of Item 6 “Exhibits,” which has been amended to reflect the refiling of the Exhibits.





PART II. OTHER INFORMATION



ITEM 6. EXHIBITS

Exhibit Number
 
Description of Exhibit
1.5
 
Purchase Agreement, dated as of February 6, 2013, by and among Micron Technology, Inc. and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman, Sachs & Co., as representatives of the initial purchasers (1)
3.1
 
Restated Certificate of Incorporation of the Registrant (2)

3.2
 
Bylaws of the Registrant, as amended (3)
4.l
 
Indenture, dated as of February 12, 2013, by and between Micron Technology, Inc. & U.S. Bank National Association, as trustee (1)

4.2
 
Form of 2033E Note (included in Exhibit 4.1) (1)
4.3
 
Indenture, dated as of February 12, 2013, by and between Micron Technology, Inc. & U.S. Bank National Association, as trustee (1)

4.4
 
Form of 2033F Note (included in Exhibit 4.1) (1)
10.1
 
Form of Capped Call Confirmation (1)
10.122*
 
Supply Agreement, dated January 17, 2013, by and among Micron Technology, Inc., Micron Semiconductor Asia Pte. Ltd. and Inotera Memories, Inc. (4)
10.123*
 
Joint Venture Agreement, dated January 17, 2013, by and among Micron Semiconductor B.V., Numonyx Holdings B.V., Micron Technology Asia Pacific, Inc. and Nanya Technology Corporation (4)
10.124*
 
Facilitation Agreement, dated January 17, 2013, by and among Micron Semiconductor B.V., Numonyx Holdings B.V., Micron Technology Asia Pacific, Inc., Nanya Technology Corporation and Inotera Memories, Inc. (4)
10.125
 
Micron Guaranty Agreement, dated January 17, 2013, by Micron Technology, Inc. in favor of Nanya Technology Corporation (4)
10.126*
 
Technology Transfer and License Option Agreement for 20NM Process Node, dated January 17, 2013, by and between Micron Technology, Inc. and Nanya Technology Corporation (5)

10.127*
 
Omnibus IP Agreement, dated January 17, 2013, by and between Nanya Technology Corporation and Micron Technology, Inc. (4)
10.128*
 
Second Amended and Restated Technology Transfer and License Agreement for 68-50NM Process Nodes, dated January 17, 2013, by and between Micron Technology, Inc. and Nanya Technology Corporation (5)

10.129*
 
Third Amended and Restated Technology Transfer and License Agreement, dated January 17, 2013, by and between Micron Technology, Inc. and Nanya Technology Corporation (4)
10.130*
 
Omnibus IP Agreement, dated January 17, 2013, by and between Micron Technology, Inc. and Inotera Memories, Inc. (4)
31.1
 
Rule 13a-14(a) Certification of Chief Executive Officer
31.2
 
Rule 13a-14(a) Certification of Chief Financial Officer
32.1
 
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350
32.2
 
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350
101.INS
 
XBRL Instance Document (4)
101.SCH
 
XBRL Taxonomy Extension Schema Document (4)
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document (4)
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document (4)
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document (4)
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document (4)
________________
(1)
Incorporated by reference to Current Report on Form 8-K dated February 6, 2013
(2)
Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended May 31, 2001
(3)
Incorporated by reference to Current Report on Form 8-K dated January 22, 2013
(4)
Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended February 28, 2013, filed with the SEC on April 8, 2013.
(5)
Filed herewith.

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission.




SIGNATURES

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 thereunto duly authorized.

 
Micron Technology, Inc.
 
(Registrant)
 
 
 
 
Date:  August 7, 2013
/s/ Ronald C. Foster
 
Ronald C. Foster
 
Vice President of Finance and Chief Financial Officer (Principal
 
Financial and Accounting Officer)