micron technollogy 2004_Q1_10Q-A
- 1. FORM 10-Q/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 4, 2003 For the quarterly period ended OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 to For the transition period from 1-10658 Commission file number Micron Technology, Inc. (Exact name of registrant as specified in its charter) Delaware 75-1618004 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 8000 S. Federal Way, P.O. Box 6, Boise, Idaho 83707-0006 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (208) 368-4000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨ The number of outstanding shares of the registrant’s common stock as of January 12, 2004, was 609,351,439.
- 2. This Amendment No. 1 to Micron Technology, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 4, 2003, is being filed for the purpose of refiling exhibits 31.1 and 31.2 to such Form 10-Q. Exhibits 31.1 and 31.2 have been revised to reflect the required language that became effective for periodic reports filed on or after August 14, 2003. The amended certifications are intended to replace the prior certifications, and no changes other than changes to Item 6 are being made by means of this filing. Item 6. Exhibits and Reports on Form 8-K (a) The following are filed as a part of this report: Exhibit Number Description of Exhibit 3.1 Restated Certificate of Incorporation of the Registrant (1) 3.7 Bylaws of the Registrants, as amended (2) 4.1 Securities Purchase Agreement, dated September 24, 2003, between the Company and Intel Capital (3) 4.2 Stock Rights Agreement, dated September 24, 2003, between the Company and Intel Capital (3) 10.1 Business Agreement, dated September 24, 2003, between the Company and Intel * (3) 10.2 Securities Rights and Restrictions Agreement, dated September 24, 2003, between the Company and Intel Capital (3) 31.1 Rule 13a-14(a) Certification of Chief Executive Officer 31.2 Rule 13a-14(a) Certification of Chief Financial Officer 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350 (1) Incorporated by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2001. (2) Incorporated by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended May 29, 2003. (3) Incorporated by reference to the registrant’s Current Report on Form 8-K filed on September 29, 2003. * Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission. (b) The registrant filed the following reports on Form 8-K during the fiscal quarter ended December 4, 2003: Date Item September 24, 2003 Item 12, Disclosure of Results of Operations and Financial Condition September 29, 2003 Item 5, Other Events 2
- 3. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Micron Technology, Inc. (Registrant) Dated: July 16, 2004 /s/ W. G. Stover, Jr. W. G. Stover, Jr., Vice President of Finance and Chief Financial Officer (Principal Financial and Accounting Officer) 3
- 4. EXHIBIT 31.1 RULE 13a-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Steven R. Appleton, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Micron Technology, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: July 16, 2004 /s/ Steven R. Appleton Steven R. Appleton Chief Executive Officer
- 5. EXHIBIT 31.2 RULE 13a-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Wilbur G. Stover, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Micron Technology, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: July 16, 2004 /s/ W. G. Stover, Jr. W. G. Stover, Jr. Chief Financial Officer
- 6. EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. 1350 I, Steven R. Appleton, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that the Quarterly Report of Micron Technology, Inc. on Form 10-Q for the period ended December 4, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Micron Technology, Inc. Date: July 16, 2004 By: /s/ Steven R. Appleton Steven R. Appleton Chairman of the Board, Chief Executive Officer and President
- 7. EXHIBIT 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350 I, W. G. Stover, Jr., certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that the Quarterly Report of Micron Technology, Inc. on Form 10-Q for the period ended December 4, 2003, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Micron Technology, Inc. Date: July 16, 2004 By: /s/ W. G. Stover, Jr. W. G. Stover, Jr. Vice President of Finance and Chief Financial Officer