Summary
This 8-K filing from Advanced Micro Devices, Inc. (AMD) on March 10, 2014, primarily reports on the cashless exercise of a warrant by West Coast Hitech, L.P. (WCH). WCH exercised its warrant to purchase up to 35,000,000 shares of AMD's common stock at an exercise price of $0.01 per share. As a result, AMD issued 34,906,166 shares of common stock to WCH, which represents approximately 4.58% of AMD's total outstanding shares as of March 7, 2014. Consequently, WCH's beneficial ownership increased to approximately 18.63% of AMD's total outstanding shares. The company states that this issuance is not expected to materially impact basic and dilutive earnings per share, as these shares were already accounted for in EPS calculations. The issuance was conducted under Section 4(2) of the Securities Act of 1933, exempting it from registration requirements due to WCH's status as an accredited investor.
Key Highlights
- 1WCH exercised a warrant to acquire approximately 4.58% of AMD's common stock (34,906,166 shares).
- 2The exercise was a cashless transaction with an exercise price of $0.01 per share.
- 3WCH's beneficial ownership in AMD increased to approximately 18.63% after the share issuance.
- 4The issuance is not expected to materially affect basic and dilutive earnings per share.
- 5The shares were issued under an exemption from registration requirements (Section 4(2) of the Securities Act).
- 6The warrant originally was acquired in connection with a Master Transaction Agreement dated October 6, 2008.
- 7This event effectively extinguishes the outstanding warrant.