UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 21, 2006
SPANSION INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51666 | 20-3898239 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) | (I.R.S. Employer Identification Number) |
915 DeGuigne Drive
P.O. Box 3453
Sunnyvale, California 94088-3453
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 962-2500
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
On November 21, 2006, Spansion Inc. closed the public offering of 35,000,000 shares of its Class A common stock by its two largest stockholders, AMD Investments, Inc. (“AMD”), an indirect wholly owned subsidiary of Advanced Micro Devices, and Fujitsu Limited (“Fujitsu”). Spansion did not receive any proceeds from the sale of the shares sold by AMD or Fujitsu.
Spansion has granted the underwriters a 30-day option to purchase 5,250,000 newly issued shares of Class A common stock to cover over-allotments, if any.
The sale of shares of Class A stock by AMD and Fujitsu and Spansion has been registered pursuant to an effective registration statement on Form S-1 (File No. 333-137928), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPANSION INC. | ||||
| (Registrant) | ||||
| Date: November 21, 2006 | By: | /s/ Dario Sacomani | ||
| Name: | Dario Sacomani | |||
| Title: | Executive Vice President and Chief Financial Officer | |||