8-KMaterial AgreementsExhibits & Filings

MICRON TECHNOLOGY INC 8-K Report, Material Agreement (May 31, 2006)

Filed May 31, 2006For Securities:MU

Summary

Micron Technology, Inc. (MU) filed an 8-K on May 31, 2006, to report a material definitive agreement. Specifically, the company entered into a First Amendment to its Agreement and Plan of Merger with Lexar Media, Inc. This amendment primarily addresses the treatment of Lexar's outstanding stock options in connection with the proposed merger. The key change involves the exercise price threshold for options that will be terminated at the effective time of the merger. The amendment stipulates that Lexar stock options with an exercise price above $9.54 (an increase from the previously agreed-upon $9.00) will be terminated. Additionally, specific options held by Lexar executives Eric B. Stang, Petro Estrakhri, and Eric S. Whitaker, with exercise prices between $9.00 and $9.54, will also be terminated. All other unexpired and unexercised Lexar stock options will be assumed by Micron.

Key Highlights

  • 1Micron Technology entered into a First Amendment to its Merger Agreement with Lexar Media, Inc. on May 30, 2006.
  • 2The amendment modifies the terms for the assumption and termination of Lexar stock options.
  • 3Lexar stock options with an exercise price above $9.54 will be terminated as part of the merger.
  • 4Previously, the threshold for termination was set at $9.00.
  • 5Specific Lexar executive options with exercise prices between $9.00 and $9.54 will also be terminated.
  • 6All other outstanding Lexar stock options not meeting the termination criteria will be assumed by Micron.
  • 7This filing also directs investors to additional information regarding the merger, including a Form S-4 filing.

Frequently Asked Questions

This 8-K filing is to report a material definitive agreement, specifically the First Amendment to the Agreement and Plan of Merger between Micron Technology and Lexar Media, Inc. This amendment primarily details changes related to the treatment of Lexar's stock options in anticipation of the merger.

The amendment raises the exercise price threshold for Lexar stock options that will be terminated at the time of the merger from $9.00 to $9.54. Additionally, certain options held by named Lexar executives with exercise prices between $9.00 and $9.54 will also be terminated. All other unexercised options will be assumed by Micron.

Investors can find more detailed information in Micron's Form S-4 filing (Registration No. 333-132757), which includes a definitive proxy statement/prospectus. This document, along with other SEC filings from Micron and Lexar, is available on the SEC's website (www.sec.gov). Contact information for Micron and Lexar Investor Relations is also provided in the filing for obtaining copies of these documents.