424B3 1 a2079355z424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-71620

Prospectus Supplement No. 2, dated May 8, 2002, to
Prospectus filed on January 10, 2002

Micron Technology, Inc.

29,069,767 Shares

Common Stock

        This prospectus supplement No. 2 relates to the resale by the selling security holders of 29,069,767 shares of our common stock, $0.10 par value, that are issuable upon the exercise of warrants sold initially by us in private placements in July 2001 and August 2001.

        This prospectus supplement No. 2 should be read in conjunction with the prospectus supplement No. 1 dated April 12, 2002 and the prospectus filed on January 10, 2002, which are to be delivered with this prospectus supplement. The table captioned "Selling Stockholders" commencing on page 12 of the prospectus is hereby amended to reflect the following additions and changes.

 
  Number of Shares
Beneficially
Owned Prior to
the Offering(1)

   
   
   
 
  Number of
Shares That
May
Be Sold in the
Offering(2)

  Number of Shares Beneficially
Owned After the Offering(3)

Name

  Number
  Percentage
  Number
  Percentage
Wachovia Securities International Limited   480,698   *   480,698   0   *

*
represents less than 1% of the shares of common stock outstanding.

(1)
Calculated based on Rule 13d-3(d)(1)(i) of the Exchange Act using 603,357,025 shares of common stock outstanding as of May 7, 2002. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon exercise of all of that particular holder's warrants. However, we did not assume the exercise of any other holder's warrants.

(2)
Assumes exercise of all of the holder's warrants and that one share of common stock is issuable upon exercise of each warrant. However, the number of shares of common stock issuable upon exercise of a warrant is subject to adjustment. As a result, the amount of common stock issuable upon exercise of the warrants may increase or decrease in the future.

(3)
Assumes the sale of all shares that may be sold in the offering.

        The prospectus, together with the prospectus supplement No. 1 and this prospectus supplement No. 2, constitute the prospectus required to be delivered by Section 5(b) of the Securities Act of 1933, as amended, with respect to offers and sales of the shares of common stock. All references in the prospectus to "this prospectus" are hereby amended to read "this prospectus, as supplemented and amended."

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.