Calling all MU historians: When did Micron Quantum Devices merge w/ MU?
Part of the S-8 registration involves the Micron Quantum Devices
employee stock options plan. Near the end of the S-8, there's a
sample letter which reads as follows:
SAMPLE STOCK ASSUMPTION LETTER FOR MICRON QUANTUM<TEXT><PAGE>
Exhibit 4.5
April 15, 1998((Name))((Address))((City__State))
RE: MICRON QUANTUM DEVICES, INC. STOCK OPTIONS
As you know, Micron Quantum Devices, Inc. ("MQD") entered into an Agreement
and Plan of Reorganization with Micron Technology, Inc. ("MTI"). Under the
Reorganization Agreement, MQD has merged with MTI, with MTI surviving theMerger.
In connection with this transaction, MTI has assumed all of your
outstanding options to purchase shares of common stock of MQD ("MQD Options").
As a result, your MQD Options are now options to purchase shares of common stock
of MTI rather than options to purchase shares of common stock of MQD.
Each MQD Option assumed by MTI continues to be subject to the terms and
conditions, including vesting, set forth in the MQD 1996 Stock Option Plan and
as provided in the respective option agreements in effect immediately prior to
the Merger, except that (i) references to the "Company" in the MQD 1996 Stock
Option Plan are now references to MTI, and (ii) your options are now options to
purchase MTI common stock with the exercise price and number of shares subject
to your options adjusted to reflect the "conversion ratio" in the Merger, as
follows:NUMBER OF SHARES SUBJECT TO MQD OPTIONS
The number of shares of common stock of MTI subject to your MQD Options has
been adjusted to a number determined by multiplying .1133 by the number of
shares of MQD common stock that were issuable upon exercise of your option
immediately prior to the Merger, and rounding down to the nearest whole number.
NEW EXERCISE PRICE OF MQD OPTIONS
The per share exercise price for shares of MTI common stock issuable upon
exercise of an assumed MQD Option has been adjusted to a price determined by
dividing the per share exercise price under your option in effect immediately
prior to the Merger by .1133 and rounding up to the nearest whole cent...
======================================================
Micron Quantum Devices, Inc. ("MQD") entered into an Agreement
and Plan of Reorganization with Micron Technology, Inc. ("MTI").
Under the Reorganization Agreement, MQD has merged with MTI, with MTI
surviving theMerger
Prior to "the merger" was MQD a partially-owned subsidiary?
That would seem to be suggested by the repeated use of the language
"shares of MQD common stock"
And now, post-merger, it's a fully-owned subsidiary (i.e. at some
point the MQD shares that were not owned by MU were acquired, hence
allowing the merger to proceed)?
When did this take place?
What steps were involved to affect "the merger"?
What was the currency involved?
Was it a stock-for-stock transaction?
If it was a stock-for-stock transaction, what was the value of MU
stock used in the deal?
How was this value arrived at?
Good trading,
Tom |
