8-KCorporate Changes

ADVANCED MICRO DEVICES INC 8-K Report, Code of Ethics Amendment (Aug 2, 2005)

Filed August 2, 2005For Securities:AMD

Summary

Advanced Micro Devices, Inc. (AMD) filed a Form 8-K on August 2, 2005, detailing an amendment to its Code of Ethics and the adoption of a new policy concerning stock trading plans. This filing is significant as it clarifies the company's stance on insider trading and provides a framework for executives and employees to manage their stock transactions transparently. The Audit Committee of the Board of Directors adopted a policy to authorize stock trading plans compliant with Rule 10b5-1 of the Securities Exchange Act of 1934. Consequently, AMD's "Worldwide Standards of Business Conduct" has been amended to permit stock transactions initiated under these compliant trading plans. This move aims to provide clarity and structure for stock transactions by company insiders.

Key Highlights

  • 1AMD adopted a policy authorizing stock trading plans compliant with Rule 10b5-1.
  • 2The company's Code of Ethics ('Worldwide Standards of Business Conduct') has been amended.
  • 3The amendments permit stock transactions initiated through Rule 10b5-1 compliant trading plans.
  • 4The Audit Committee of the Board of Directors approved these changes.
  • 5This policy change aims to provide a clear framework for insider stock transactions.
  • 6The amended code of conduct is available on AMD's investor relations website.

Frequently Asked Questions

The main purpose of this filing is to inform investors about AMD's adoption of a policy that authorizes stock trading plans compliant with Rule 10b5-1, and the subsequent amendment to its Code of Ethics to permit such transactions.

Rule 10b5-1 provides an affirmative defense against allegations of insider trading. By adopting trading plans that comply with this rule, executives and employees can buy or sell company stock at a predetermined time or based on predetermined metrics, even if they later possess material non-public information, thereby avoiding potential insider trading concerns.

AMD's 'Worldwide Standards of Business Conduct' has been amended to explicitly allow stock transactions that are initiated pursuant to trading plans compliant with Rule 10b5-1. This provides a regulated and transparent method for insiders to trade company stock.

The amended 'Worldwide Standards of Business Conduct' is available on the Investor Relations page of AMD's official website, www.amd.com.