SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MICRON TECHNOLOGY, INC.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
595112
(CUSIP Number)
D. Bruce Sewell
Senior Vice President and General Counsel
Intel Corporation
2200 Mission College Boulevard
Santa Clara, CA 95054-8119
Telephone: (408) 765-8080
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 11, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 (the "Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 13 Pages
CUSIP No. 595112 13 D/A Page 2 of 13 Pages
1. NAMES OF REPORTING PERSONS: INTEL CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE 94-1672743
PERSONS (entities only):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a)[]
(b)[]
3. SEC USE ONLY
4. SOURCE OF FUNDS** N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS []
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
7. SOLE VOTING POWER: 33,860,045
NUMBER OF
SHARES 8. SHARED VOTING POWER: -0-
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 33,860,045
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 33,860,045
REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES**
[]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 4.8%
(11):
14. TYPE OF REPORTING PERSON** CO
**SEE INSTRUCTIONS BEFORE FILLING OUT
CUSIP No. 595112 13 D/A Page 3 of 13 Pages
Intel Corporation ("Intel") hereby amends its statement on
Schedule 13D filed with the Securities and Exchange Commission on
October 3, 2003 (the "Original Filing"), with respect to the
Common Stock of Micron Technology, Inc. ("Micron").
ITEM 1. Security and Issuer.
(a) Name and Address of Principal Executive Offices of
Micron:
Micron Technology, Inc.
8000 South Federal Way
P.O. Box 6
Boise, Idaho, 83716-9632
(b) Title of Class of Equity Securities:
Common Stock, $.10 par value (the "Common Stock")
ITEM 2. Identity and Background.
(a) Name of Person Filing:
Intel Corporation
(b) Address of Principal Business Office:
2200 Mission College Boulevard
Santa Clara, CA 95054-1549
(c) Principal Occupation and Business:
Manufacturer of microcomputer components, modules
and systems.
(d) Criminal Proceedings:
During the last five years, neither Intel nor any
executive officer or director of Intel has been
convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Civil Proceedings:
During the last five years, neither Intel nor any
executive officer or director of Intel has been
party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a
result of which such person was or is subject to
any judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, Federal or State securities
laws or finding any violation
CUSIP No. 595112 13 D/A Page 4 of 13 Pages
with respect to such laws.
(f) Place of Organization:
Delaware
Attached hereto as Appendix A is information required
by this Item 2 with respect to the executive officers
and directors of Intel. All such individuals are U.S.
citizens, except as otherwise indicated on Appendix A.
ITEM 3. Source and Amount of Funds or Other Consideration.
(a) Source of Funds:
N/A
(b) Amount of Funds:
N/A
ITEM 4. Purpose of the Transaction.
As of the date of this filing, Intel holds non-voting
stock rights convertible into and exchangeable for (at
no additional consideration) 33,860,045 shares of
Micron's Common Stock (the "Stock Rights"). The Stock
Rights represent a right to acquire less than five
percent (5%) of Micron's Common Stock as a result of
Micron issuing additional shares during its fiscal
quarter ended March 2, 2006. As disclosed in the
Original Filing, based upon Intel's evaluation of
market conditions, market price, alternative investment
opportunities, liquidity needs and other factors, Intel
will from time to time explore opportunities for
liquidating all or a portion of the Stock Rights,
through one or more sales pursuant to public or private
offerings or otherwise. As of the date of this
amendment, Intel does not have a sale of the Stock
Rights pending and presently does not intend to sell at
current market prices.
ITEM 5. Interest in Securities of the Issuer.
The information contained in Item 4 is incorporated
herein by this reference.
(a) Number of Shares Beneficially Owned:
33,860,045(1)
CUSIP No. 595112 13 D/A Page 5 of 13 Pages
Percent of Class: 4.8% of Micron's Common Stock
(based upon 709,993,194 shares of Common Stock
outstanding, as reported by Micron in its Form 10-
Q for the quarter ended March 2, 2006, and
assuming the conversion of Intel's Stock Rights
into 33,860,045 shares of Common Stock).
(b) Sole Power to Vote, Direct the Vote of, or Dispose
of Shares: 33,860,045(1)
Shared Power to Vote, Direct the Vote of, or
Dispose of Shares: N/A
(c) Recent Transactions:
As a result of Micron issuing 53,700,000 shares of
Micron's Common Stock to persons other than Intel
during the second quarter of 2006, and not through
any sale or other disposition by Intel, Intel's
beneficial ownership fell below 5%.
(d) Rights with Respect to Dividends or Sales
Proceeds: N/A
(e) Date of Cessation of Five Percent Beneficial
Ownership: April 11, 2006
(1) Intel does not directly own the securities of
Micron. By reason of the provisions of Rule 13d-3
under the Securities Exchange Act of 1934, as
amended, Intel is deemed to own beneficially the
securities of Micron that are owned beneficially
by Intel Capital Corporation, a wholly-owned
subsidiary of Intel. These securities of Micron
consist of 33,860,045 shares of Common Stock that
Intel Capital Corporation has a right to acquire
within the next 60 days upon exchange or
conversion (at no additional consideration) of the
Stock Rights. The Stock Rights are non-voting
securities.
An executive officer of Intel beneficially owns
935 shares of Micron's Common Stock acquired
through several different purchases in 2005 and
2006 and held for investment.
An executive officer of Intel beneficially owns
820 shares of Micron's Common Stock which are held
for investment.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
No change
CUSIP No. 595112 13 D/A Page 6 of 13 Pages
ITEM 7. Material to be Filed as Exhibits.
N/A
CUSIP No. 595112 13 D/A Page 7 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated as of May 17, 2006.
INTEL CORPORATION
By: /s/ D Bruce Sewell
D. Bruce Sewell
Senior Vice President and
General Counsel
CUSIP No. 595112 13 D/A Page 8 of 13 Pages
APPENDIX A
DIRECTORS
The following is a list of all Directors of Intel Corporation and
certain other information with respect to each Director. All
Directors are United States citizens except as indicated below.
Name: Craig R. Barrett
Business Intel Corporation
Address: 2200 Mission College Boulevard
Santa Clara, CA 95054
Principal Chairman
Occupation:
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of
corporation or 2200 Mission College Boulevard
other Santa Clara, CA 95054
organization in
which employment
is conducted:
Name: Ambassador Charlene Barshefsky
Business Wilmer Cutler Pikering Hale and Dorr LLP
Address: 2445 M Street N.W.
Washington, D.C. 20037
Principal Senior International Partner
Occupation:
Name, principal Wilmer Cutler Pikering Hale and Dorr LLP, a
business and provider of legal services.
address of
corporation or 2445 M Street N.W.
other Washington, D.C. 20037
organization in
which employment
is conducted:
Name: E. John P. Browne
Business BP p.l.c.
Address: 1 St. James's Square
London, SW1Y 4PD
CUSIP No. 595112 13 D/A Page 9 of 13 Pages
Principal Group Chief Executive
Occupation:
Name, principal BP p.l.c., an integrated oil company.
business and
address of 1 St. James's Square
corporation or London SW1Y 4PD
other
organization in
which employment
is conducted:
Citizenship: British
Name: D. James Guzy
Business Retired
Address:
Principal Retired
Occupation:
Name, principal P.O. Box 128
business and Glenbrook, NV 89413
address of
corporation or
other
organization in
which employment
is conducted:
Name: Reed E. Hundt
Business McKinsey & Company
Address: 600 14th Street N.W.
#300
Washington, D.C. 20005
Principal Senior Advisor
Occupation:
Name, principal McKinsey & Company, a management consulting
business and firm.
address of
corporation or 600 14th Street N.W.
other #300
organization in Washington, D.C. 20005
which employment
is conducted:
Name: Gordon E. Moore
CUSIP No. 595112 13 D/A Page 10 of 13 Pages
Business Intel Corporation
Address: 2200 Mission College Boulevard
Santa Clara, CA 95054
Principal Chairman Emeritus of the Board of Directors
Occupation:
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of
corporation or 2200 Mission College Boulevard
other Santa Clara, CA 95054
organization in
which employment
is conducted:
Name: Paul S. Otellini
Business Intel Corporation
Address: 2200 Mission College Boulevard
Santa Clara, CA 95054
Principal Chief Executive Officer
Occupation:
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of
corporation or 2200 Mission College Boulevard
other Santa Clara, CA 95054
organization in
which employment
is conducted:
Name: James D. Plummer
Business Stanford University
Address: Terman Engineering Center
Terman 214
Palo Alto, CA 94305
Principal Dean
Occupation:
Name, principal Stanford University, an educational
business and institution.
address of
CUSIP No. 595112 13 D/A Page 11 of 13 Pages
corporation or Stanford University
other Terman Engineering Center
organization in Terman 214
which employment Palo Alto, CA 94305
is conducted:
Name: David S. Pottruck
Business Red Eagle Ventures, Inc.
Address: One California Street
Suite 2630
San Francisco, CA 94111
Principal Chairman and Chief Executive Officer
Occupation:
Name, principal Red Eagle Ventures, Inc., a private equity
business and firm.
address of
corporation or One California Street
other Suite 2630
organization in San Francisco, CA 94111
which employment
is conducted:
Name: Jane E. Shaw
Business Retired from Aerogen, Inc.
Address:
Principal Retired Chairman and Chief Executive Officer
Occupation:
Name, principal c/o Intel Corporation
business and 2200 Mission College Boulevard
address of SC4-203
corporation or Santa Clara, CA 95054
other
organization in
which employment
is conducted:
Name: John L. Thornton
Business 375 Park Avenue
Address: Suite 1002
New York, NY 10152
Principal Professor and Director of Global Leadership
Occupation:
CUSIP No. 595112 13 D/A Page 12 of 13 Pages
Name, principal 375 Park Avenue
business and Suite 1002
address of New York, NY 10152
corporation or
other
organization in
which employment
is conducted:
Name: David B. Yoffie
Business Harvard Business School
Address: Morgan Hall 215
Soldiers Field Park Road
Boston, MA 02163
Principal Max and Doris Starr Professor of International
Occupation: Business Administration
Name, principal Harvard Business School, an educational
business and institution.
address of
corporation or Morgan Hall 215
other Soldiers Field Park Road
organization in Boston, MA 02163
which employment
is conducted:
CUSIP No. 595112 13 D/A Page 13 of 13 Pages
EXECUTIVE OFFICERS
The following is a list of all executive officers of Intel
Corporation excluding executive officers who are also directors.
Unless otherwise indicated, each officer's business address is
2200 Mission College Boulevard, Santa Clara, CA 95054-1549, which
address is Intel Corporation's business address.
Name: Andy D. Bryant
Title: Executive Vice President; Chief Financial and
Enterprise Services Officer
Name: Sean M. Maloney
Title: Executive Vice President; General Manager,
Mobility Group
Citizenship: British
Name: Robert J. Baker
Title: Senior Vice President; General Manager, Technology
and Manufacturing Group
Name: Patrick P. Gelsinger
Title: Senior Vice President; General Manager, Digital
Enterprise Group
Name: Arvind Sodhani
Title: Senior Vice President; President, Intel Capital
Name: Anand Chandrasekher
Title: Senior Vice President; General Manager, Sales and
Marketing Group
Name: David Perlmutter
Title: Senior Vice President; General Manager, Mobility
Group
Citizenship: Israel
Name: D. Bruce Sewell
Title: Senior Vice President; General Counsel
Name: Thomas M. Kilroy
Title Vice President; General Manager, Digital
Enterprise Group