Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Merger Consideration
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each share of common stock, par value
At the Effective Time, (i) all of the Company restricted stock units ("Xilinx RSUs") with vesting criteria based on continuing service that were outstanding and held by employees of the Company 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 of the Company options held by employees of the Company 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 of the Company options and Xilinx RSUs held by non-employee members of the Company'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 Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information contained in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On
In addition, the Company intends to file a certification on Form 15 with the
Item 3.03 Material Modification to Rights of Security Holders.
The information contained in Item 2.01, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information contained in Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger on
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information contained in Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
As a result of the Merger, each of
As of the Effective Time, each of the Company's executive officers as of immediately prior to the Effective Time ceased to be officers of the Company, and the officers of Merger Sub became the officers of the Company.
Transaction Bonus
In connection with the closing of the Merger, the compensation committee of the
Company's board of directors approved a one-time cash transaction bonus for the
Chief Executive Officer of the Company,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation and the bylaws of the Company were amended and restated in their entirety to be in the form of the certificate of incorporation and bylaws of Merger Sub in effect as of immediately prior to the Effective Time, subject to certain changes as set forth in the Merger Agreement. Copies of the amended and restated certificate of incorporation and amended and restated bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events. Supplemental Indentures
As previously disclosed, on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as ofOctober 26, 2020 , by and amongXilinx, Inc. , Advanced Micro Devices, Inc. andThrones Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with theSEC onOctober 27, 2020 ). 3.1 Amended and Restated Certificate of Incorporation ofXilinx, Inc. 3.2 Amended and Restated Bylaws ofXilinx, Inc. 4.1 Fourth Supplemental Indenture, dated as ofFebruary 14, 2022 , by and amongXilinx, Inc. , Advanced Micro Devices, Inc., as guarantor, andU.S. Bank Trust Company, National Association , as successor in interest toU.S. Bank National Association , as trustee. 4.2 Second Supplemental Indenture, dated as ofFebruary 14, 2022 , by and amongXilinx, Inc. , Advanced Micro Devices, Inc., as guarantor, andU.S. Bank Trust Company, National Association , as successor in interest toU.S. Bank National Association , as trustee. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation
S-K.
omitted schedule upon request by the
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