Item 1.01 Entry into a Material Definitive Agreement
On
Under the Supplemental Indentures, AMD has agreed to provide guarantees of Xilinx's Senior Notes due 2024 and Xilinx's Senior Notes due 2030, respectively. The 2024 Supplemental Indenture and the 2030 Supplemental Indenture are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information included in the Introductory Note is incorporated herein by reference into this Item 2.01.
Merger Consideration
Under the Merger Agreement, at the Effective Time, each share of common stock,
par value
At the Effective Time, (i) all Xilinx restricted stock units ("Xilinx RSUs") with vesting criteria based on continuing service that were outstanding and held by employees of Xilinx as of immediately prior to the Effective Time were automatically converted into restricted stock units denominated in shares of AMD Common Stock based on the Exchange Ratio, with Xilinx RSUs with performance-based vesting criteria converted into performance-based vesting restricted stock units denominated in shares of AMD Common Stock based on the Exchange Ratio and continuing to vest through the end of the applicable performance period based on performance measures applicable to such Xilinx RSUs as of immediately prior to the Effective Time, (ii) all Xilinx options held by employees of Xilinx that were outstanding as of immediately prior to the Effective Time (if any) were automatically converted into options to acquire a number of shares of AMD Common Stock determined based on the Exchange Ratio (with the exercise price being adjusted based on the Exchange Ratio) and (iii) all Xilinx options and Xilinx RSUs held by non-employee members of Xilinx's board of directors accelerated in full and, in the case of Xilinx RSUs, became settled. Aside from the foregoing adjustments, the awards generally remain subject to the same vesting and other terms and conditions that applied to the awards immediately prior to the Effective Time.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as
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Exhibit 2.1 to the Current Report on Form 8-K filed by AMD on
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 is incorporated by reference into this Item 2.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
a.Appointment of
As of the Effective Time and in accordance with the Merger Agreement, the AMD
Board of Directors (the "Board") voted to increase the size of the Board from
eight directors to ten directors and appointed
The compensation of
b.Appointment of Dr.
On
Item 7.01 Regulation FD Disclosure
On
Also on
The information in this Item, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is furnished pursuant to Item 7.01 of this Current Report on Form 8-K. Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired
As permitted by Item 9.01(a)(3) of Form 8-K, the financial statements required by this Item will be filed by amendment to this Current Report on Form 8-K within 71 days following the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information
As permitted by Item 9.01(a)(3) of Form 8-K, the pro forma financial statements required by this Item will be filed by amendment to this Current Report on Form 8-K within 71 days following the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits
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Exhibit Number Description 4.1 2024 Supplemental Indenture 4.2 2030 Supplemental Indenture 99.1 Press Release Announcing Transaction Close, dated February 14, 2022 99.2 Press Release announcing Board Appointments, dated February 14, 2022 104 Cover Page Interactive Data File (the Cover Page XBRL tags are embedded within the Inline XBRL document)
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