<PAGE> 1
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus supplement shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such State.
Filed Pursuant to Rule 424(a)
Registration Statement No.
33-52471
SUBJECT TO COMPLETION, DATED MARCH 10, 1994
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MARCH , 1994)
2,000,000 SHARES
[LOGO] APPLIED MATERIALS
COMMON STOCK
---------------------------
All of the 2,000,000 shares of Common Stock offered hereby are being sold
by Applied Materials, Inc. ("Applied Materials" or the "Company").
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "AMAT." On March 9, 1994, the last reported sale price of the Common
Stock as reported on the Nasdaq National Market was $47 1/8 per share. See
"Price Range of Common Stock."
---------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE
<TABLE>
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
PUBLIC AND COMMISSIONS(1) COMPANY(2)
- ----------------------------------------------------------------------------------------------------
Per Share.............................. $ $ $
- ----------------------------------------------------------------------------------------------------
Total(3)............................... $ $ $
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting."
(2) Before deducting estimated expenses of $238,000 payable by the Company.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
300,000 additional shares of Common Stock on the same terms and conditions
as set forth above, solely to cover over-allotments, if any. If such option
is exercised in full, the total Price to Public, Underwriting Discounts and
Commissions and Proceeds to Company will be $ , $ and
$ , respectively. See "Underwriting."
---------------------------
The shares of Common Stock offered by this Prospectus Supplement are
offered by the Underwriters subject to prior sale, to withdrawal, cancellation
or modification of the offer without notice, to delivery and acceptance by the
Underwriters and to certain other conditions. It is expected that delivery of
the shares will be made at the offices of Lehman Brothers Inc., New York, New
York on or about March , 1994.
---------------------------
LEHMAN BROTHERS
MORGAN STANLEY & CO.
INCORPORATED
ROBERTSON, STEPHENS & COMPANY
COWEN & COMPANY
NEEDHAM & COMPANY, INC.
March , 1994
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS, IF ANY, MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON
STOCK OFFERED HEREBY ON NASDAQ IN ACCORDANCE WITH RULE 10B-6A UNDER THE
SECURITIES EXCHANGE ACT OF 1934. SEE "UNDERWRITING."
S-2
<PAGE> 3
THE COMPANY
Organized in 1967, Applied Materials, Inc. ("Applied Materials" or the
"Company") develops, manufactures, markets and services semiconductor wafer
fabrication equipment and related spare parts for the worldwide semiconductor
industry. The Company's customers include both companies which manufacture
semiconductor devices for use in their own products and companies which
manufacture semiconductor devices for sale to others. The Company operates
exclusively in the semiconductor wafer fabrication equipment industry. The
Company is also a fifty percent stockholder in Applied Komatsu Technology, Inc.,
which produces thin film transistor fabrication systems for flat panel displays.
PRODUCTS
Applied Materials' products are sophisticated systems requiring
state-of-the-art technology in wafer processing chemistry and physics,
particulate control, automation, software and microprocessor control. Many of
these technologies are complementary and can be applied across all of the
Company's products. The Company's products are focused on providing enabling
technology, productivity and yield enhancements to the customer. The Company's
products are used in part of the process of fabricating semiconductor devices on
a substrate of semiconductor material (usually silicon). A finished device
consists of thin film layers which can form anywhere from one to millions of
tiny electronic components that combine to perform desired electrical functions.
The fabrication process must control film and feature quality to ensure proper
device performance while meeting yield and process throughput goals. The Company
currently manufactures equipment that addresses three major steps in wafer
fabrication: deposition, etch and ion implantation.
Single-wafer, multi-chamber architecture. The trend toward more stringent
process requirements and larger wafer sizes prompted Applied Materials to
develop the single-wafer, multi-chamber system called the Precision 5000. The
Company introduced the Precision 5000 with chemical vapor deposition (CVD)
dielectric processes in 1987, etch processes in 1988 and CVD tungsten processes
in 1989. A benefit of the single-wafer, multi-chamber architecture is its
suitability for integrated processing. Integrated processing involves the use of
several processing chambers, each of which is attached to a central handling
system. This standard platform makes it possible to do many different process
steps on the wafer without leaving a controlled environment. This integrated
processing reduces the risk of particulate contamination during sequential
manufacturing steps. The Company used its expertise in single-wafer,
multi-chamber architecture to develop an evolutionary platform called the Endura
5500 PVD (physical vapor deposition) in 1990 featuring a staged, ultra-high
vacuum architecture. In October 1991, the Company announced its second
generation Precision 5000 system, the Precision 5000 Mark II, with numerous
enhancements to the platform, process chambers and remote support equipment. The
Precision 5000 Mark II addresses customers' demands in the manufacturing of
advanced devices, such as 16 megabit DRAMs (dynamic random access memories) and
the use of 200mm (8-inch) wafers. In September 1992, the Company announced its
latest generation single-wafer, multi-chamber platform, the Centura, to target
the high temperature thin films market as well as future process applications
with 0.5 micron and below specifications. The Company has shipped more than
1,600 platforms and more than 4,700 process chambers. For the three months ended
January 30, 1994, sales of the Company's single-wafer, multi-chamber systems
accounted for approximately 86% of systems revenue.
Deposition. A fundamental step in fabricating a semiconductor device,
deposition is a process in which a layer of either electrically insulating
(dielectric) or electrically conductive material is deposited on the wafer.
Deposition can be divided into several different categories of which Applied
Materials currently participates in three: chemical vapor deposition (CVD),
physical vapor deposition (PVD), and epitaxial and polysilicon deposition.
CVD. Chemical vapor deposition is a process used in semiconductor
fabrication in which thin films (insulators, conductors and semiconductors)
are deposited from gaseous sources. The Company produces several different
types of CVD systems. In 1987, the Company introduced the Precision 5000
CVD which, with its automated multi-chamber architecture, provides the
flexibility to perform a broad range of deposition processes utilizing up
to four individual chambers on a single system. In 1989, the Company
entered the market for metal chemical vapor deposition with the
introduction of a new system for blanket
S-3
<PAGE> 4
tungsten deposition, the Precision 5000 WCVD. This system is based on the
single-wafer, multi-chamber Precision 5000 CVD system architecture and is
designed to reduce operating costs for tungsten deposition and to produce
high-quality tungsten films for interconnect applications in advanced
semiconductor devices. In 1990, the Company introduced integrated tungsten
plug fabrication capability by combining its blanket tungsten CVD
deposition and etchback capabilities onto the same system. In 1991, the
Company introduced tungsten silicide capabilities and in 1993, titanium
nitride (TiN) capabilities to further extend the Precision 5000 platform
offerings.
PVD. Physical vapor deposition is used to deposit metals on wafers
during semiconductor fabrication. Unlike CVD, the sources of the deposited
materials are solid sources called targets. Applied Materials first entered
the PVD market in April 1990 with the Endura 5500 PVD system. The system
offers a modular, single-wafer, multi-chamber platform which will
accommodate both ultra-high vacuum processes like PVD, and conventional
high vacuum processes like CVD and etch. In July of 1993, the Company
introduced the Endura High Productivity (HP) PVD system, an enhanced
version of its Endura PVD system.
Epitaxial and polysilicon deposition. Epitaxial and polysilicon
deposition involve depositing a layer of high-quality, silicon based
compounds on the surface of an existing silicon wafer to change its
electrical properties and form the base on which the integrated circuit is
built. In 1989, the Company introduced the Precision 7700 Epi system for
advanced silicon deposition. The 7700 system extends the capabilities of
radiantly-heated barrel technology and incorporates fully automated wafer
handling as well as many features for particulate control. In September
1992, the Company announced the Centura Poly, a single-wafer, multi-chamber
platform targeted at the high temperature thin film deposition of
polysilicon on wafers up to 200mm (8 inch) in diameter. The Centura Epi
system, which features deposition of epitaxial silicon, was announced in
March 1993.
Etch. In etch processing, a wafer is first patterned with photo-resist
during photolithography. Etching selectively removes material from areas which
are not covered by the photo-resist pattern. Applied Materials entered the etch
market in 1981 with the introduction of the AME 8100 etch system, which utilized
a batch process technology for dry plasma etching. In 1985, the Company
introduced the Precision Etch 8300, which featured improved levels of automation
and particulate control. The Company continues to sell the Precision Etch 8300
product and has shipped approximately 800 systems. Applied Materials' first
single-wafer, multi-chamber system for the dry etch market was the Precision
5000 Etch, introduced in 1988. In 1990, the Company introduced a metal etch
system based on the Precision 5000 architecture which provides a single-wafer
aluminum etch capabilities. In July of 1993, the Company introduced its next
generation etch platform, the Centura HDP (high density plasma) Dielectric
Etcher designed for applications requiring sub-0.5 micron design rules. This
announcement was soon followed by the October 1993 introduction of the Precision
5000 Mark II Etch MxP, a new model of the Precision 5000-series etch system with
several enhancements including process capability for .35 micron applications.
Ion Implantation. During ion implantation, silicon wafers are bombarded by
a high velocity beam of electrically charged ions. These ions are lodged within
the wafer at selected sites and change the electrical properties of the
implanted area. Applied Materials entered the high-current portion of the
implant market in 1985 with the Precision Implant 9000 and introduced the
Precision Implant 9200 in 1988. In 1989, the Company added enhancements to the
9200 series including a new option for automated selection of implant angles,
and new hardware/software options that enable customers to perform remote
monitoring and diagnostics. In 1991, the Company announced an enhanced version
of its high-current ion implanter and designated it the Precision Implant
9200XJ. In November 1992, the Company introduced a new high-current ion
implantation system, the Precision Implant 9500, to address the production of
high density semiconductor devices, such as 16 and 64 MB memory devices and
advanced microprocessors.
CUSTOMER SERVICE AND SUPPORT
The demand for improved production yields of integrated circuits requires
that semiconductor wafer processing equipment operate reliably, with maximum
uptime and within very precise tolerances. Applied Materials installs equipment
and provides warranty service worldwide through offices located in the United
S-4
<PAGE> 5
States, Japan, Europe and the Asia/Pacific region (Korea, Taiwan, China and
Singapore). Applied Materials maintains 44 service/sales offices worldwide, with
13 of those in Japan, 9 offices in Europe, 10 offices in the Asia/Pacific region
and the remainder in the United States. The Company offers a variety of service
contracts to customers for maintenance of installed equipment and provides a
comprehensive training program for all customers.
MARKETING AND SALES
Because of the highly technical nature of its products, the Company markets
its products worldwide through a direct sales force, with sales, service and
spare parts offices in the United States, Japan, Europe and the Asia/Pacific
region. For the fiscal year ended October 31, 1993, sales to customers in the
United States, Japan, Europe and Asia/Pacific accounted for approximately 38%,
25%, 20% and 17%, respectively, of the Company's net sales. For the three months
ended January 30, 1994, sales to customers in the United States, Japan, Europe
and Asia/Pacific accounted for approximately 43%, 28%, 17% and 12%,
respectively, of the Company's net sales. The Company's business is not
considered to be seasonal in nature, but it is cyclical with respect to the
capital equipment expenditures of major semiconductor manufacturers. These
expenditure patterns are based on many factors including anticipated market
demand for integrated circuits, the development of new technologies, and global
economic conditions.
RESEARCH AND DEVELOPMENT
The market served by the Company is characterized by rapid technological
change. The Company's research and development efforts are global in nature.
Engineering organizations are located in the United States, England, Israel and
Japan, with process support and customer demonstration laboratories in the
United States and Japan. In 1991, the Company announced the opening of a new
technology center in Narita, Japan. The Company also operates a technology
center in Israel which is being used to develop controller configuration and
software tools for its semiconductor processing systems. Applied Materials'
research and development activities are primarily directed toward the
development of new wafer processing systems and new process applications for
existing products. Applied Materials works closely with its global customers to
design its systems to meet its customers' planned technical and production
requirements.
JOINT VENTURE
In September 1991, the Company announced its plans to develop thin film
transistor (TFT) manufacturing systems for Active-Matrix Liquid Crystal Displays
(AMLCDs). The AMLCD market currently includes screens for laptop, notebook and
palmtop computers and instrument displays, and the Company believes in the
future may include high-resolution workstations and High Definition Television
(HDTV). In June 1993, the Company and Komatsu, Ltd. of Japan announced the
signing of a letter of intent to form a joint venture corporation to target this
equipment market. The joint venture was formed in September 1993 with the two
companies sharing a 50-50 ownership of the joint venture company, Applied
Komatsu Technology, Inc. (AKT), which is accounted for using the equity method.
The Company's management believes that systems developed by AKT have the
potential to lower the manufacturing costs of AMLCDs. The Company has granted to
AKT an exclusive license to use the Company's intellectual property to develop,
make, and sell products for the manufacture of flat panel displays, in exchange
for royalties in respect thereof.
------------------
The Company was incorporated in California in 1967 and reincorporated in
Delaware in 1987. Its principal executive offices are located at 3050 Bowers
Avenue, Santa Clara, California 95054-3299 (telephone number (408) 727-5555).
References to the Company or to Applied Materials shall mean Applied Materials,
Inc. and its consolidated subsidiaries, unless the context requires otherwise.
Applied Materials, Precision 5000, Endura and Centura are registered trademarks
of Applied Materials, Inc. Endura 5500 PVD, Precision 5000 Mark II, Precision
5000 CVD, Precision 5000 WCVD, Endura HP PVD, Precision 7700 Epi, Centura Poly,
Centura Epi, AME 8100, Precision Etch 8300, Centura HDP Dielectic Etch,
Precision 5000 Mark II Etch MxP, Precision Implant 9000, Precision Implant 9200,
Precision Implant 9200XJ and Precision Implant 9500 are trademarks of Applied
Materials, Inc. Applied Komatsu Technology is a trademark of Applied Komatsu
Technology, Inc.
S-5
<PAGE> 6
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
2,000,000 shares of Common Stock offered hereby are estimated to be $89,972,000
($103,504,000 if the Underwriters' over-allotment option is exercised in full),
assuming a public offering price of $47 1/8 per share (the closing sale price
for the Common Stock on March 9, 1994) and after deducting estimated
underwriting discounts and commissions and expenses of the offering. The net
proceeds will be used for general corporate purposes. Although the Company has
no current specific plans for the proceeds of the sale of the shares of Common
Stock offered hereby, it believes that success in its industry requires
substantial financial strength and flexibility. In addition, the Company from
time to time considers acquisitions of complementary businesses, assets or
technologies, and although there are no current agreements or understandings
with respect to any such acquisition, the Company desires to be able to respond
to opportunities as they arise. The Company is not negotiating, discussing or
planning any potential acquisition at this time. Pending such uses, the Company
will invest the net proceeds in investment-grade, interest-bearing securities.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the Nasdaq National Market under
the symbol AMAT. The following table sets forth, for the periods indicated, high
and low closing sale prices for the Common Stock, as reported by Nasdaq. All
prices have been restated to reflect a two-for-one stock split in the form of a
100% stock dividend effective April 6, 1992 and an additional two-for-one stock
split in the form of a 100% stock dividend effective October 5, 1993.
<TABLE>
<CAPTION>
FISCAL YEAR HIGH LOW
---------------------------------------------------------- ---------- ---------
<S> <C> <C>
1992:
First Quarter........................................... $ 9 5/8 $ 5 3/4
Second Quarter.......................................... 11 13/16 9 1/8
Third Quarter........................................... 11 1/4 8 5/8
Fourth Quarter.......................................... 14 5/8 10
1993:
First Quarter........................................... 19 3/8 14 7/16
Second Quarter.......................................... 22 5/8 17 1/2
Third Quarter........................................... 33 21 1/2
Fourth Quarter.......................................... 39 1/4 28 5/8
1994:
First Quarter........................................... 43 3/4 30
Second Quarter
(through March 9, 1994............................... 50 1/4 42 1/4
</TABLE>
On March 9, 1994, the closing sale price for the Common Stock as reported
by Nasdaq was $47 1/8 per share.
DIVIDEND POLICY
The Company has paid no cash dividends on its Common Stock since its
incorporation and anticipates that for the foreseeable future it will continue
to retain any earnings for use in its business. Certain of the Company's debt
agreements limit the Company's ability to pay dividends on its Common Stock.
S-6
<PAGE> 7
CAPITALIZATION
The following table sets forth the consolidated capitalization of the
Company as of January 30, 1994, and as adjusted to give effect to the issuance
and sale by the Company of the shares of Common Stock offered hereby (assuming a
public offering price of $47 1/8 per share), and the application of the
estimated net proceeds therefrom:
<TABLE>
<CAPTION>
JANUARY 30, 1994
-------------------------
AS
ACTUAL ADJUSTED(1)
-------- ------------
(IN THOUSANDS)
<S> <C> <C>
Short-term debt:
Notes payable to banks.......................................... $ 34,497 $ 34,497
Current portion of long-term debt............................... 6,996 6,996
-------- ------------
Total short-term debt...................................... $ 41,493 $ 41,493
-------- ------------
-------- ------------
Long-term debt:
Secured Japanese debt........................................... $ 44,043 $ 44,043
Unsecured senior notes.......................................... 75,000 75,000
-------- ------------
Total long-term debt....................................... 119,043 119,043
-------- ------------
Stockholders' equity:
Preferred Stock; $0.01 par value; 1,000 shares authorized;
no shares issued............................................. -- --
Common Stock; $0.01 par value; 100,000 shares authorized(2);
80,674 shares issued and outstanding;
82,674 shares outstanding as adjusted........................ 807 827
Additional paid-in capital...................................... 256,679 346,631
Retained earnings............................................... 369,621 369,621
Cumulative translation adjustments.............................. 13,648 13,648
-------- ------------
Total stockholders' equity.............................. 640,755 730,727
-------- ------------
Total capitalization.................................... $759,798 $849,770
-------- ------------
-------- ------------
</TABLE>
- ---------------
(1) The Company currently intends to offer to the public $100,000,000 of
unsecured senior notes with a ten year maturity. For a description of
certain terms of the senior notes, see "Description of Debt Securities" in
the accompanying Prospectus. If the sale of the senior notes is consummated,
the Company's Unsecured senior notes, Total long-term debt and Total
capitalization, each as adjusted, will increase to $175,000,000,
$219,043,000 and $949,770,000, respectively. No assurances can be given that
the sale of the senior notes will occur.
(2) Of the authorized shares, as of January 30, 1994, an aggregate of
approximately 7,176,000 shares were reserved for issuance upon exercise of
outstanding options and an aggregate of approximately 3,662,000 shares were
available for future grants under the Company's stock option plans.
S-7
<PAGE> 8
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data presented below for, and as of the
end of, each of the years in the five-year period ended October 31, 1993 have
been derived from the consolidated financial statements of the Company, which
have been audited by Price Waterhouse, independent accountants. The selected
consolidated financial data presented below as of January 30, 1994 and January
31, 1993, and for each of the five fiscal quarters ended January 30, 1994 have
been derived from unaudited interim consolidated financial information of the
Company. In the opinion of management, the unaudited interim consolidated
financial information have been prepared on the same basis as the audited
consolidated financial statements and include all adjustments, consisting of
only normal recurring adjustments, necessary to fairly state the information set
forth therein. The results of operations for the three months ended January 30,
1994 are not necessarily indicative of the results to be expected for the fiscal
year ending October 30, 1994. This data should be read in conjunction with the
more detailed information and consolidated financial statements and notes
thereto incorporated by reference in the accompanying Prospectus.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------- FISCAL YEAR ENDED(1)
JAN. 30, JAN. 31, ------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---------- -------- ---------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA(2):
Net sales........................................ $ 340,449 $215,574 $1,080,047 $751,383 $638,606 $567,130 $501,846
Costs and expenses:
Cost of products sold.......................... 184,470 123,967 604,363 443,179 370,025 302,001 257,149
Research, development and engineering.......... 39,238 30,185 140,161 109,196 102,665 97,066 72,296
Marketing and selling.......................... 34,033 23,384 107,275 78,141 70,416 68,238 56,159
General and administrative..................... 19,732 13,456 64,379 48,242 42,812 40,875 32,776
Other, net..................................... 655 903 2,875 4,249 3,316 3,116 2,885
---------- -------- ---------- -------- -------- -------- --------
Income from operations........................... 62,321 23,679 160,994 68,376 49,372 55,834 80,581
Interest expense............................... 3,648 3,598 14,206 15,207 13,969 6,717 2,768
Interest income................................ 2,007 1,838 6,770 5,756 4,952 4,967 6,589
---------- -------- ---------- -------- -------- -------- --------
Income from consolidated companies before taxes
and
cumulative effect of accounting change......... 60,680 21,919 153,558 58,925 40,355 54,084 84,402
Provision for income taxes....................... 21,238 7,233 50,674 19,445 14,124 20,011 32,918
---------- -------- ---------- -------- -------- -------- --------
Income from consolidated companies before
cumulative
effect of accounting change.................... 39,442 14,686 102,884 39,480 26,231 34,073 51,484
Equity in net loss of joint venture.............. 2,051 -- 3,189 -- -- -- --
---------- -------- ---------- -------- -------- -------- --------
Income before cumulative effect of accounting
change......................................... 37,391 14,686 99,695 39,480 26,231 34,073 51,484
Cumulative effect of a change in accounting for
income taxes................................... 7,000 -- -- -- -- -- --
---------- -------- ---------- -------- -------- -------- --------
Net income....................................... $ 44,391 $ 14,686 $ 99,695 $ 39,480 $ 26,231 $ 34,073 $ 51,484
---------- -------- ---------- -------- -------- -------- --------
---------- -------- ---------- -------- -------- -------- --------
Earnings per share:
Income before cumulative effect of
accounting change............................ $ 0.45 $ 0.18 $ 1.21 $ 0.54 $ 0.38 $ 0.50 $ 0.77
---------- -------- ---------- -------- -------- -------- --------
---------- -------- ---------- -------- -------- -------- --------
Net income..................................... $ 0.53 $ 0.18 $ 1.21 $ 0.54 $ 0.38 $ 0.50 $ 0.77
---------- -------- ---------- -------- -------- -------- --------
---------- -------- ---------- -------- -------- -------- --------
Average common shares and equivalents............ 83,245 81,592 82,294 72,680 68,900 68,144 67,028
---------- -------- ---------- -------- -------- -------- --------
---------- -------- ---------- -------- -------- -------- --------
BALANCE SHEET DATA (AT PERIOD END):
Cash and short-term investments.................. $ 222,524 $199,627 $ 266,180 $222,670 $140,134 $ 72,016 $107,108
Accounts receivable, net......................... 291,980 179,056 256,020 191,510 152,787 147,267 131,563
Inventories...................................... 177,592 122,405 154,597 110,667 101,471 102,272 77,015
Total current assets............................. 794,340 560,160 775,916 581,797 434,199 366,894 342,944
Property, plant and equipment, net............... 334,296 261,756 327,704 258,521 213,231 181,494 82,127
Total assets..................................... 1,142,197 834,856 1,120,152 853,822 660,756 558,009 433,857
Short-term debt.................................. 41,493 30,918 48,662 33,947 36,704 27,413 14,302
Total current liabilities........................ 359,004 220,038 380,528 248,207 199,988 195,238 142,852
Long-term debt................................... 119,043 116,502 121,076 118,445 123,967 53,611 29,445
Stockholders' equity............................. 640,755 484,903 598,762 474,111 325,454 300,308 254,399
</TABLE>
- ---------------
(1) The Company's fiscal year ends on the last Sunday of October.
(2) Share information and per share data have been restated to reflect a
two-for-one stock split in the form of a 100% stock dividend effective April
6, 1992, and an additional two-for-one stock split in the form of a 100%
stock dividend effective October 5, 1993.
S-8
<PAGE> 9
SELECTED CONSOLIDATED FINANCIAL DATA -- (CONTINUED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED(1)
----------------------------------------------------
JAN. 30, OCT. 31, AUG. 1, MAY 2, JAN. 31,
1994 1993 1993 1993 1993
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales............................................. $340,449 $327,411 $281,370 $255,692 $215,574
Costs and expenses:
Cost of products sold............................... 184,470 179,822 155,398 145,176 123,967
Research, development and engineering............... 39,238 39,089 37,058 33,829 30,185
Marketing and selling............................... 34,033 31,623 27,056 25,212 23,384
General and administrative.......................... 19,732 19,228 16,585 15,110 13,456
Other, net.......................................... 655 (568) 1,365 1,175 903
-------- -------- -------- -------- --------
Income from operations................................ 62,321 58,217 43,908 35,190 23,679
Interest expense.................................... 3,648 3,888 3,373 3,347 3,598
Interest income..................................... 2,007 1,935 1,514 1,483 1,838
-------- -------- -------- -------- --------
Income from consolidated companies before taxes and
cumulative effect of accounting change.............. 60,680 56,264 42,049 33,326 21,919
Provision for income taxes............................ 21,238 18,567 13,876 10,998 7,233
-------- -------- -------- -------- --------
Income from consolidated companies before cumulative
effect of accounting change......................... 39,442 37,697 28,173 22,328 14,686
Equity in net loss of joint venture................... 2,051 3,189 -- -- --
-------- -------- -------- -------- --------
Income before cumulative effect of accounting
change.............................................. 37,391 34,508 28,173 22,328 14,686
Cumulative effect of a change in accounting for income
taxes............................................... 7,000 -- -- -- --
-------- -------- -------- -------- --------
Net income............................................ $ 44,391 $ 34,508 $ 28,173 $ 22,328 $ 14,686
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Earnings per share:
Income before cumulative effect of accounting
change........................................... $ 0.45 $ 0.42 $ 0.34 $ 0.27 $ 0.18
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Net income.......................................... $ 0.53 $ 0.42 $ 0.34 $ 0.27 $ 0.18
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Average common shares and equivalents................. 83,245 83,016 82,532 82,034 81,592
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
</TABLE>
- ---------------
(1) Share information and per share data have been restated to reflect a
two-for-one stock split in the form of a 100% stock dividend effective
October 5, 1993.
S-9
<PAGE> 10
UNDERWRITING
The Underwriters named below (the "Underwriters") have severally agreed,
subject to the terms and conditions of the Underwriting Agreement (the form of
which is filed as an exhibit to the Registration Statement of which this
Prospectus is a part), to purchase from the Company, and the Company has agreed
to sell to each Underwriter, the aggregate number of shares of Common Stock set
forth opposite their respective names below:
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS SHARES
---------------------------------------------------------------------- ---------
<S> <C>
Lehman Brothers Inc...................................................
Morgan Stanley & Co. Incorporated.....................................
Robertson, Stephens & Company, L.P....................................
Cowen & Company.......................................................
Needham & Company, Inc................................................
---------
Total....................................................... 2,000,000
---------
---------
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters to purchase shares of Common Stock are subject to certain
conditions, and that if any of the foregoing shares of Common Stock are
purchased by the Underwriters pursuant to the Underwriting Agreement, all shares
of Common Stock agreed to be purchased by the Underwriters pursuant to the
Underwriting Agreement, must be so purchased.
The Company has been advised that the Underwriters propose to offer the
shares of Common Stock directly to the public initially at the public offering
price set forth on the cover page of this Prospectus, and to certain selected
dealers (who may include the Underwriters) at such public offering price less a
concession not in excess of $ per share. The Underwriters may allow and
the selected dealers may reallow a concession not in excess of $ per
share to certain other brokers and dealers. After the public offering, the
public offering price, the concession to selected dealers and the reallowance to
other dealers may be changed by the Underwriters.
The Company has granted to the Underwriters an option to purchase up to an
additional 300,000 shares of Common Stock at the public offering price, less the
aggregate underwriting discounts and commissions, shown on the cover page of
this Prospectus Supplement, solely to cover over-allotments, if any. The option
may be exercised at any time up to 30 days after the date of this Prospectus
Supplement. To the extent that the Underwriters exercise such option, each of
the Underwriters will be committed, subject to certain conditions, to purchase a
number of option shares proportionate to such Underwriter's initial commitment.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments that the Underwriters may be required to make in respect thereof.
The Company has agreed that without the written consent of the
Underwriters, it will not offer, sell, contract to sell or otherwise dispose of
any shares of Common Stock or any securities, convertible or exchangeable
therefor, for a period of 90 days from the date of this Prospectus Supplement,
subject to limited exceptions.
From time to time, certain of the Underwriters or their affiliates have
provided, and may continue to provide, investment banking services to the
Company.
Certain of the Underwriters and selling group members (if any) that
currently act as market makers for the Common Stock may engage in "passive
market making" in the Common Stock on Nasdaq in accordance with Rule 10b-6A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Rule
10b-6A permits, upon the satisfaction of certain conditions, underwriters and
selling group members participating in a distribution that are also Nasdaq
market makers in the security being distributed to engage in limited market
making transactions during the period when Rule 10b-6 under the Exchange Act
would otherwise prohibit such activity. Rule 10b-6A prohibits underwriters and
selling group members engaged in
S-10
<PAGE> 11
passive market making generally from entering a bid or effecting a purchase at a
price that exceeds the highest bid for those securities displayed on Nasdaq by a
market maker that is not participating in the distribution. Under Rule 10b-6A
each underwriter or selling group member engaged in passive market making is
subject to a daily net purchase limitation equal to 30% of such entity's average
daily trading volume during the two full consecutive calendar months immediately
preceding the date of the filing of the registration statement under the
Securities Act pertaining to the security to be distributed.
S-11
<PAGE> 12
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
SUBJECT TO COMPLETION, DATED MARCH 10, 1994
PROSPECTUS
[LOGO]
APPLIED MATERIALS
DEBT SECURITIES AND COMMON STOCK
------------------------
Applied Materials, Inc. ("Applied Materials" or the "Company") from time to
time may offer its debt securities consisting of senior debentures, notes, bonds
and/or other evidences of indebtedness in one or more series ("Debt Securities")
and shares of Common Stock, $.01 par value, of the Company ("Common Stock") with
an aggregate initial public offering price of up to $250,000,000 or the
equivalent thereof in one or more foreign currencies or composite currencies,
including European Currency Units ("ECU"). The Debt Securities and the Common
Shares (collectively, the "Securities") may be offered, separately or together,
in separate series in amounts, at prices, and on terms to be set forth in a
supplement to this Prospectus (a "Prospectus Supplement").
The Securities may be sold for U.S. Dollars, one or more foreign currencies
or amounts determined by reference to an index and the principal of and any
interest on the Debt Securities may likewise be payable in U.S. Dollars, one or
more foreign currencies or amounts determined by reference to an index.
The Debt Securities will rank equally with all other unsubordinated and
unsecured indebtedness of the Company. See "Description of Debt Securities."
The specific terms of the Securities in respect of which this Prospectus is
being delivered, such as where applicable, (i) in the case of Debt Securities,
the specific designation, aggregate principal amount, currency, denomination,
maturity, premium, rate (or manner of calculation thereof) and time of payment
of interest, terms for redemption at the option of the Company or the holder or
for sinking fund payments, and the initial public offering price and (ii) in the
case of Common Stock, the number of shares and the initial public offering price
or method of determining the initial public offering price, will be set forth in
an accompanying Prospectus Supplement. See "Description of Debt Securities" and
"Description of Capital Stock."
The Securities may be sold through underwriting syndicates led by one or
more managing underwriters or through one or more underwriters acting alone. The
Securities may also be sold directly by the Company or through agents designated
from time to time. If any underwriters or agents are involved in the sale of the
Securities, their names, the principal amount of Securities to be purchased by
them and any applicable fee, commission or discount arrangements with them will
be set forth in the Prospectus Supplement. See "Plan of Distribution."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
This Prospectus may not be used to consummate sales of Securities unless
accompanied by a Prospectus Supplement.
THE DATE OF THIS PROSPECTUS IS , 1994.
<PAGE> 13
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington D.C. 20549, and
at Regional Offices of the Commission located at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and at Seven World
Trade Center, 13th Floor, New York, New York 10048. Copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington D.C. 20549, at prescribed rates. Such reports, proxy
statements and other information may also be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington D.C. 20006.
This Prospectus does not contain all the information set forth in the
Registration Statement on Form S-3 (the "Registration Statement") of which this
Prospectus is a part, including exhibits relating thereto, which has been filed
with the Commission in Washington, D.C. Statements made in this Prospectus as to
the contents of any referenced contract, agreement or other document are not
necessarily complete, and each such statement shall be deemed qualified in its
entirety by reference thereto. Copies of the Registration Statement and the
exhibits and schedules thereto may be obtained, upon payment of the fee
prescribed by the Commission, or may be examined without charge, at the office
of the Commission.
INFORMATION INCORPORATED BY REFERENCE
The following documents have been filed with the Commission and are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1993 (which incorporates by reference portions of the Company's
definitive Proxy Statement dated January 28, 1994 for the Company's Annual
Meeting of Stockholders to be held on March 3, 1994 and portions of its
1993 Annual Report to Stockholders for the year ended October 31, 1993);
(b) The Company's Quarterly Report on Form 10-Q for quarter ended
January 30, 1994; and
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form 10, dated March 14, 1973 and the description
of the Common Stock Purchase Rights contained in its Registration Statement
on Form 8-A, dated June 15, 1989.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement or this Prospectus to the extent that
a statement contained herein, in a Prospectus Supplement or in any other
document subsequently filed with the Commission which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superceded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement or this
Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the documents incorporated by
reference, other than exhibits to such documents. Requests should be directed to
Director, Investor Relations, Applied Materials, Inc., 3050 Bowers Avenue, Santa
Clara, California 95054-3299; telephone number (408) 727-5555.
2
<PAGE> 14
THE COMPANY
Applied Materials, Inc. ("Applied Materials" or the "Company") develops,
manufactures, markets and services semiconductor wafer fabrication equipment and
related spare parts for the worldwide semiconductor industry. The Company's
customers include both companies which manufacture semiconductor devices for use
in their own products and companies which manufacture semiconductor devices for
sale to others. The Company operates exclusively in the semiconductor wafer
fabrication equipment industry. The Company is also a fifty percent stockholder
in Applied Komatsu Technology, Inc., which produces thin film transistor
fabrication systems for flat panel displays.
Applied Materials' products are sophisticated systems requiring
state-of-the-art technology in wafer processing chemistry and physics,
particulate control, automation, software and microprocessor control. Many of
these technologies are complementary and can be applied across all of the
Company's products. The Company's products are focused on providing enabling
technology, productivity and yield enhancements to the customer. The Company's
products are used in part of the process of fabricating semiconductor devices on
a substrate of semiconductor material (usually silicon). A finished device
consists of thin film layers which can form anywhere from one to millions of
tiny electronic components that combine to perform desired electrical functions.
The fabrication process must control film and feature quality to ensure proper
device performance while meeting yield and process throughput goals. The Company
currently manufactures equipment that addresses three major steps in wafer
fabrication: deposition, etch and ion implantation.
The Company was incorporated in California in 1967 and reincorporated in
Delaware in 1987. Its principal executive offices are located at 3050 Bowers
Avenue, Santa Clara, California 95054-3299 (telephone number (408) 727-5555).
References to the Company or to Applied Materials shall mean Applied Materials,
Inc. and its consolidated subsidiaries, unless the context requires otherwise.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Securities will be used for general corporate purposes. Although the Company has
no current specific plans for the proceeds of the sale of the Securities, it
believes that success in its industry requires substantial financial strength
and flexibility. In addition, the Company from time to time considers
acquisitions of complementary businesses, assets or technologies, and although
there are no current agreements or understandings with respect to any such
acquisition, the Company desires to be able to respond to opportunities as they
arise. The Company is not negotiating, discussing or planning any potential
acquisition at this time. Pending such uses, the Company will invest the net
proceeds in investment-grade, interest-bearing securities.
3
<PAGE> 15
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data presented below for, and as of the
end of, each of the years in the five-year period ended October 31, 1993 have
been derived from the consolidated financial statements of the Company, which
have been audited by Price Waterhouse, independent accountants. The selected
consolidated financial data presented below as of and for the three-month
periods ended January 30, 1994 and January 31, 1993, have been derived from
unaudited interim consolidated financial information of the Company. In the
opinion of management, the unaudited interim consolidated financial information
have been prepared on the same basis as the audited consolidated financial
statements and include all adjustments, consisting of only normal recurring
adjustments, necessary to fairly state the information set forth therein. The
results of operations for the three months ended January 30, 1994 are not
necessarily indicative of the results to be expected for the fiscal year ending
October 30, 1994. This data should be read in conjunction with the more detailed
information and consolidated financial statements and the notes thereto
incorporated by reference in the accompanying Prospectus.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------- FISCAL YEAR ENDED(1)
JANUARY 30, JANUARY 31, ------------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
------------ ------------ ---------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT RATIOS AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA(2):
Net sales.................................. $ 340,449 $215,574 $1,080,047 $751,383 $638,606 $567,130 $501,846
Costs and expenses:
Cost of products sold.................... 184,470 123,967 604,363 443,179 370,025 302,001 257,149
Research, development and engineering.... 39,238 30,185 140,161 109,196 102,665 97,066 72,296
Marketing and selling.................... 34,033 23,384 107,275 78,141 70,416 68,238 56,159
General and administrative............... 19,732 13,456 64,379 48,242 42,812 40,875 32,776
Other, net............................... 655 903 2,875 4,249 3,316 3,116 2,885
------------ ------------ ---------- -------- -------- -------- --------
Income from operations..................... 62,321 23,679 160,994 68,376 49,372 55,834 80,581
Interest expense......................... 3,648 3,598 14,206 15,207 13,969 6,717 2,768
Interest income.......................... 2,007 1,838 6,770 5,756 4,952 4,967 6,589
------------ ------------ ---------- -------- -------- -------- --------
Income from consolidated companies before
taxes and
cumulative effect of accounting change... 60,680 21,919 153,558 58,925 40,355 54,084 84,402
Provision for income taxes................. 21,238 7,233 50,674 19,445 14,124 20,011 32,918
------------ ------------ ---------- -------- -------- -------- --------
Income from consolidated companies before
cumulative
effect of accounting change.............. 39,442 14,686 102,884 39,480 26,231 34,073 51,484
Equity in net loss of joint venture........ 2,051 -- 3,189 -- -- -- --
------------ ------------ ---------- -------- -------- -------- --------
Income before cumulative effect of
accounting change........................ 37,391 14,686 99,695 39,480 26,231 34,073 51,484
Cumulative effect of a change in accounting
for income taxes......................... 7,000 -- -- -- -- -- --
------------ ------------ ---------- -------- -------- -------- --------
Net income................................. $ 44,391 $ 14,686 $ 99,695 $ 39,480 $ 26,231 $ 34,073 $ 51,484
------------ ------------ ---------- -------- -------- -------- --------
------------ ------------ ---------- -------- -------- -------- --------
Earnings per share:
Income before cumulative effect of
accounting change...................... $ 0.45 $ 0.18 $ 1.21 $ 0.54 $ 0.38 $ 0.50 $ 0.77
------------ ------------ ---------- -------- -------- -------- --------
------------ ------------ ---------- -------- -------- -------- --------
Net income............................... $ 0.53 $ 0.18 $ 1.21 $ 0.54 $ 0.38 $ 0.50 $ 0.77
------------ ------------ ---------- -------- -------- -------- --------
------------ ------------ ---------- -------- -------- -------- --------
Average common shares and equivalents...... 83,245 81,592 82,294 72,680 68,900 68,144 67,028
------------ ------------ ---------- -------- -------- -------- --------
------------ ------------ ---------- -------- -------- -------- --------
RATIO OF EARNINGS TO FIXED CHARGES(3)...... 10.70x 4.83x 7.61x 3.63x 3.02x 5.89x 15.42x
BALANCE SHEET DATA (AT PERIOD END):
Cash and short-term investments............ $ 222,524 $199,627 $ 266,180 $222,670 $140,134 $ 72,016 $107,108
Accounts receivable, net................... 291,980 179,056 256,020 191,510 152,787 147,267 131,563
Inventories................................ 177,592 122,405 154,597 110,667 101,471 102,272 77,015
Total current assets....................... 794,340 560,160 775,916 581,797 434,199 366,894 342,944
Property, plant and equipment, net......... 334,296 261,756 327,704 258,521 213,231 181,494 82,127
Total assets............................... 1,142,197 834,856 1,120,152 853,822 660,756 558,009 433,857
Short-term debt............................ 41,493 30,918 48,662 33,947 36,704 27,413 14,302
Total current liabilities.................. 359,004 220,038 380,528 248,207 199,988 195,238 142,852
Long-term debt............................. 119,043 116,502 121,076 118,445 123,967 53,611 29,445
Stockholders' equity....................... 640,755 484,903 598,762 474,111 325,454 300,308 254,399
</TABLE>
- ---------------
(1) The Company's fiscal year ends on the last Sunday of October.
(2) Share information and per share data have been restated to reflect a
two-for-one stock split in the form of a 100% stock dividend effective April
6, 1992, and an additional two-for-one stock split in the form of a 100%
stock dividend effective October 5, 1993.
(3) For the purpose of calculating the ratio of earnings to fixed charges, (i)
earnings consists of income before taxes and cumulative effect of accounting
change plus fixed charges and (ii) fixed charges consists of interest
expense incurred, amortization of debt issuance expense and the portion of
rental expense under operating leases deemed by the Company to be
representative of the interest factor.
4
<PAGE> 16
DESCRIPTION OF DEBT SECURITIES
The following statements with respect to the Debt Securities are summaries
of, and subject to, the detailed provisions of an indenture (the "Indenture") to
be entered into by the Company and Harris Trust Company of California, as
trustee (the "Trustee"), a copy of which is filed as an exhibit to the
Registration Statement. The following summaries of certain provisions of the
Indenture do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all of the provisions of the Indenture,
including the definitions therein of certain terms. Wherever particular Sections
or defined terms of the Indenture are referred to herein or in a Prospectus
Supplement, such Sections or defined terms are incorporated herein or therein by
reference. Section and Article references used herein are references to the
Indenture.
The Debt Securities may be issued from time to time in one or more series.
The particular terms of each series of Debt Securities offered by any Prospectus
Supplement or Prospectus Supplements will be described in such Prospectus
Supplement or Prospectus Supplements relating to such series.
GENERAL
The Indenture will not limit the aggregate amount of Debt Securities which
may be issued thereunder and Debt Securities may be issued thereunder from time
to time in separate series up to the aggregate amount from time to time
authorized by the Company for each series. The Debt Securities will be senior
unsecured obligations of the Company.
The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the series of Debt Securities in respect of
which this Prospectus is being delivered: (1) the title of the Debt Securities;
(2) any limit on the aggregate principal amount of the Debt Securities; (3) the
Person to whom any interest on an Debt Security shall be payable, if other than
the person in whose name that Debt Security is registered on the Regular Record
Date; (4) the date or dates on which the principal of the Debt Securities will
be payable; (5) the rate or rates at which the Debt Securities will bear
interest, if any, or the method by which such rate or rates are determined, the
date or dates from which such interest will accrue, the Interest Payment Dates
on which any such interest on the Debt Securities will be payable and the
Regular Record Date for any interest payable on any Interest Payment Date, and
the basis upon which interest will be calculated if other than that of a 360-day
year of twelve 30-day months; (6) the place or places where the principal of and
any premium and interest on the Debt Securities will be payable; (7) the period
or periods within which, the price or prices at which, and the terms and
conditions upon which the Debt Securities may be redeemed, in whole or in part,
at the option of the Company; (8) the obligation of the Company, if any, to
redeem or repurchase the Debt Securities pursuant to any sinking fund or
analogous provisions or at the option of the Holders and the period or periods
within which, the price or prices at which and the terms and conditions upon
which such Debt Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation, and any provisions for the remarketing of such Debt
Securities; (9) the denominations in which any Debt Securities will be issuable,
if other than denominations of $1,000 and any integral multiple thereof; (10)
the currency, currencies or currency units in which payment of principal of and
any premium and interest on any Debt Securities shall be payable if other than
United States dollars; (11) any index, formula or other method used to determine
the amount of payments of principal of and any premium and interest on the Debt
Securities; (12) if the principal of or any premium or interest on any Debt
Securities is to be payable, at the election of the Company or the Holders, in
one or more currencies or currency units other than that or those in which such
Debt Securities are stated to be payable, the currency, currencies or currency
units in which payment of the principal of and any premium and interest on such
Debt Securities shall be payable, and the periods within which and the terms and
conditions upon which such election is to be made; (13) if other than the
principal amount thereof, the portion of the principal amount of the Debt
Securities which will be payable upon declaration of the acceleration of the
Maturity thereof; (14) the applicability of any provisions described under
"Defeasance and Covenant Defeasance"; (15) whether any of the Debt Securities
are to be issuable in permanent global form and, if so, the Depositary or
Depositaries for such Global Security and the terms and conditions, if any, upon
which interests in such Debt Securities in global form may be exchanged, in
whole or in part, for the individual Debt Securities represented thereby; (16)
any Events of Default, with respect to the
5
<PAGE> 17
Debt Securities of such series, if not otherwise set forth under "Events of
Default"; and (17) any other terms of the Debt Securities not inconsistent with
the provisions of the Indenture. (Section 301)
Debt Securities may be issued as Original Issue Discount Securities to be
sold at a substantial discount from their principal amount. (Section 301) United
States Federal income tax consequences and other special considerations
applicable to any such Original Issue Discount Securities will be described in
the Prospectus Supplement relating thereto.
If any of the Debt Securities are sold for any foreign currency or currency
unit or if principal of, premium, if any, or interest, if any, on any of the
Debt Securities is payable in any foreign currency or currency unit, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such Debt Securities and such foreign currency or currency unit
will be specified in the Prospectus Supplement relating thereto.
EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal, premium, if any, and interest, if any, on the Debt Securities will
be payable, and the exchange of and the transfer of Debt Securities will be
registrable, at the office or agency of the Company maintained for such purpose
and at any other office or agency maintained for such purpose. (Sections 305 and
1002) Unless otherwise indicated in the applicable Prospectus Supplement, the
Debt Securities will be issued in denominations of $1,000 or integral multiples
thereof. (Section 302) No service charge will be made for any registration of
transfer or exchange of Debt Securities, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge imposed in
connection therewith. (Section 305)
All moneys paid by the Company to a Paying Agent for the payment of
principal, premium, if any, or interest, if any, on any Debt Security which
remain unclaimed for two years after such principal, premium, or interest has
become due and payable may be repaid to the Company, and thereafter the Holder
of such Debt Security may look only to the Company for payment thereof. (Section
1003)
In the event of any redemption, the Company shall not be required to (i)
issue, register the transfer of or exchange Debt Securities of any series during
a period beginning at the opening of business 15 days before the day of the
mailing of a notice of redemption of Debt Securities of that series to be
redeemed and ending at the close of business on the day of such mailing or (ii)
register the transfer of or exchange any Debt Security, or portion thereof,
called for redemption, except the unredeemed portion of any Debt Security being
redeemed in part. (Section 305)
GLOBAL SECURITIES
If any Debt Securities of a series are issuable as Global Securities, the
applicable Prospectus Supplement will describe the circumstances, if any, under
which beneficial owners of interests in any such Global Security may exchange
such interests for Debt Securities of such series and of like tenor and
principal amount of any authorized form and denomination. Principal of and any
premium and interest on a Global Security will be payable in the manner
described in the Prospectus Supplement relating thereto.
COVENANTS OF THE COMPANY
Except as set forth below or as otherwise provided in the applicable
Prospectus Supplement with respect to any series of Debt Securities, the Company
is not restricted by the Indenture from incurring, assuming or becoming liable
for any type of debt or other obligations, from paying dividends or making
distributions on its capital stock or purchasing or redeeming its capital stock.
The Indenture does not require the maintenance of any financial ratios or
specified levels of net worth or liquidity. In addition, the Indenture does not
contain any provision that would require the Company to repurchase or redeem or
otherwise modify the terms or any of its Debt Securities upon a change in
control or other events involving the Company which may adversely affect the
creditworthiness of the Debt Securities.
6
<PAGE> 18
Unless otherwise indicated in the applicable Prospectus Supplement, certain
covenants contained in the Indenture which are summarized below will be
applicable (unless waived or amended) to the series of Debt Securities to which
such Prospectus Supplement relates so long as any of the Debt Securities of such
series are outstanding.
Limitations on Liens. The Company covenants that it will not issue, incur,
create, assume or guarantee, and will not permit any Restricted Subsidiary to
issue, incur, create, assume or guarantee, any debt for borrowed money secured
by a mortgage, security interest, pledge, lien, charge or other encumbrance
("mortgages") upon any Principal Property of the Company or any Restricted
Subsidiary or upon any shares of stock or indebtedness of any Restricted
Subsidiary (whether such Principal Property, shares or indebtedness are now
existing or owed or hereafter created or acquired) without in any such case
effectively providing concurrently with the issuance, incurrence, creation,
assumption or guaranty of any such secured debt that the Debt Securities
(together with, if the Company shall so determine, any other indebtedness of or
guarantee by the Company or such Restricted Subsidiary ranking equally with the
Debt Securities) shall be secured equally and ratably with (or, at the option of
the Company, prior to) such secured debt. The foregoing restriction, however,
will not apply to: (a) mortgages on property, shares of stock or indebtedness or
other assets of any corporation existing at the time such corporation becomes a
Restricted Subsidiary, provided that such mortgages or liens are not incurred in
anticipation of such corporation becoming a Restricted Subsidiary; (b)(i)
mortgages on property, shares of stock, indebtedness or other assets existing at
the time of acquisition thereof by the Company or a Restricted Subsidiary or
mortgages thereon to secure the payment of all or any part of the purchase price
thereof, or (ii) mortgages on property, shares of stock, indebtedness or other
assets to secure any indebtedness for borrowed money incurred prior to, at the
time of, or within 270 days after, the latest of the acquisition thereof, or, in
the case of property, the completion of construction, the completion of
improvements or the commencement of substantial commercial operation of such
property for the purpose of financing all or any part of the purchase price
thereof, such construction or the making of such improvements; (c) mortgages to
secure indebtedness owing to the Company or to a Restricted Subsidiary; (d)
mortgages existing at the date of the initial issuance of the Securities of such
series; (e) mortgages on property or other assets of a corporation existing at
the time such corporation is merged into or consolidated with the Company or a
Restricted Subsidiary or at the time of a sale, lease or other disposition of
the properties of a corporation as an entirety or substantially as an entirety
to the Company or a Restricted Subsidiary, provided that such mortgage was not
incurred in anticipation of such merger or consolidation or sale, lease or other
disposition; (f) mortgages in favor of the United States of America or any
State, territory or possession thereof (or the District of Columbia), or any
department, agency, instrumentality or political subdivision of the United
States of America or any State, territory or possession thereof (or the District
of Columbia), to secure partial, progress, advance or other payments pursuant to
any contract or statute or to secure any indebtedness incurred for the purpose
of financing all or any part of the purchase price or the cost of constructing
or improving the property subject to such mortgages; or (g) extensions, renewals
or replacements of any mortgage referred to in the foregoing clauses (a) through
(f); provided, however, that any mortgages permitted by any of the foregoing
clauses (a) through (f) shall not extend to or cover any property of the Company
or such Restricted Subsidiary, as the case may be, other than the property
specified in such clauses and improvements thereto. (Section 1008)
Notwithstanding the restrictions outlined in the preceding paragraph, the
Company or any Restricted Subsidiary will be permitted to issue, incur, create,
assume or guarantee debt secured by a mortgage which would otherwise be subject
to such restrictions, without equally and ratably securing the Debt Securities,
provided that after giving effect thereto, the aggregate amount of all debt so
secured by mortgages (not including mortgages permitted under clauses (a)
through (g) above) does not exceed 5% of the Consolidated Net Tangible Assets of
the Company. (Section 1008)
Limitations on Sale and Lease-Back Transactions. The Company covenants
that it will not, nor will it permit any Restricted Subsidiary to, enter into
any Sale and Lease-Back Transaction with respect to any Principal Property,
other than any such transaction involving a lease for a term of not more than
three years or any such transaction between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries, unless: (a) the Company or such
Restricted Subsidiary would be entitled to incur indebtedness secured by a
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mortgage on the Principal Property involved in such transaction at least equal
in amount to the Attributable Debt with respect to such sale and lease-back
transaction, without equally and ratably securing the Debt Securities, pursuant
to the limitation in the Indenture on liens; or (b) the Company shall apply an
amount equal to the greater of the net proceeds of such sale or the Attributable
Debt with respect to such sale and lease-back transaction within 180 days of
such sale to either (or a combination of) the retirement (other than any
mandatory retirement, mandatory prepayment or sinking fund payment or by payment
at maturity) of debt for borrowed money of the Company or a Restricted
Subsidiary that matures more than twelve months after the creation of such
indebtedness or the purchase, construction or development of other comparable
property. (Section 1009)
Certain Definitions Applicable to Covenants. The term "Attributable Debt"
when used in connection with a Sale and Lease-Back Transaction involving a
Principal Property shall mean, at the time of determination, the lesser of: (a)
the fair value of such property (as determined in good faith by the Board of
Directors of the Company); or (b) the present value of the total net amount of
rent required to be paid under such lease during the remaining term thereof
(including any renewal term or period for which such lease has been extended),
discounted at the rate of interest set forth or implicit in the terms of such
lease or, if not practicable to determine such rate, the weighted average
interest rate per annum borne by the Debt Securities of each series outstanding
pursuant to the Indenture compounded semi-annually. For purposes of the
foregoing definition, rent shall not include amounts required to be paid by the
lessee, whether or not designated as rent or additional rent, on account of or
contingent upon maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges. In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such net amount shall be the lesser of the
net amount determined assuming termination upon the first date such lease may be
terminated (in which case the net amount shall also include the amount of the
penalty, but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated) or the net
amount determined assuming no such termination.
The term "Consolidated Net Tangible Assets" shall mean, as of any
particular time, the aggregate amount of assets (less applicable reserves and
other properly deductible items) after deducting therefrom: (a) all current
liabilities, except for (1) notes and loans payable, (2) current maturities of
long-term debt and (3) current maturities of obligations under capital leases;
and (b) certain intangible assets, to the extent included in said aggregate
amount of assets, all as set forth on the most recent consolidated balance sheet
of the Company and its consolidated subsidiaries and computed in accordance with
generally accepted accounting principles.
The term "Principal Property" shall mean the land, land improvements,
buildings and fixtures (to the extent they constitute real property interests)
(including any leasehold interest therein) constituting the principal corporate
office, any manufacturing plant or any manufacturing facility (whether now owned
or hereafter acquired) and the equipment located thereon which: (a) is owned by
the Company or any Subsidiary; (b) is located within any of the present 50
States of the United States of America (or the District of Columbia); (c) has
not been determined in good faith by the Board of Directors of the Company not
to be materially important to the total business conducted by the Company and
its Subsidiaries taken as a whole; and (d) has a book value on the date as of
which the determination is being made in excess of 0.75% of Consolidated Net
Tangible Assets of the Company as most recently determined on or prior to such
date (including for purposes of such calculation the land, land improvements,
buildings and such fixtures compromising such office, plant or facilities, as
the case may be).
The term "Restricted Subsidiary" shall mean any Subsidiary which owns any
Principal Property; provided, however, that the term "Restricted Subsidiary"
shall not include any Subsidiary which is principally engaged in financing
receivables, or which is principally engaged in financing the Company's
operations outside the United States of America; and provided, further, that the
term "Restricted Subsidiary" shall not include any Subsidiary less than 80% of
the voting stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries if the common stock of such Subsidiary is traded on any national
securities exchange or quoted on the Nasdaq National Market or in the
over-the-counter market.
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The term "Sale and Lease-Back Transaction" shall mean any arrangement with
any Person providing for the leasing by the Company or any Restricted Subsidiary
of any Principal Property which property has been or is to be sold or
transferred by the Company or such Restricted Subsidiary to such Person.
The term "Subsidiary" shall mean any corporation of which at least 66 2/3%
of the outstanding stock having the voting power to elect a majority of the
board of directors of such corporation is at the time owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this definition,
"voting stock" means stock which ordinarily has voting power for the election of
directors, whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that, if such provision is made applicable to the
Debt Securities of any series pursuant to the provisions of the Indenture, the
Company may elect (i) to defease and be discharged from any and all obligations
in respect of such Debt Securities except for certain obligations to register
the transfer or exchange of such Debt Securities, to replace temporary,
destroyed, stolen, lost or mutilated Debt Securities, to maintain paying
agencies and to hold monies for payment in trust ("defeasance") or (ii) (A) to
omit to comply with certain restrictive covenants in Sections 1005 through 1009
(including the covenants referred to above under "Covenants of the Company") and
(B) to deem the occurrence of any event referred to in clauses (d) (with respect
to Sections 1005 through 1009 inclusive) and (f) under "Events of Default" below
not to be or result in an Event of Default if, in each case with respect to the
Outstanding Debt Securities of such series as provided in Section 1303 on or
after the date the conditions set forth in Section 1304 are satisfied ("covenant
defeasance"), in either case upon the deposit with the Trustee (or other
qualifying trustee), in trust, of money and/or U.S. Government Obligations,
which through the payment of interest and principal in respect thereof in
accordance with their terms will provide money in an amount sufficient to pay
the principal of and any premium and interest on the Debt Securities of such
series on the respective Stated Maturities and any mandatory sinking fund
payments or analogous payments on the days payable, in accordance with the terms
of the Indenture and the Debt Securities of such series. Such a trust may only
be established if, among other things, the Company has delivered to the Trustee
an Opinion of Counsel to the effect that the Holders of the Outstanding Debt
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit, defeasance or covenant
defeasance and will be subject to Federal income tax on the same amount, and in
the same manner and at the same times as would have been the case if such
deposit, defeasance or covenant defeasance had not occurred. Such opinion, in
the case of defeasance under clause (i) above, must refer to and be based upon a
ruling of the Internal Revenue Service or a change in applicable Federal income
tax laws occurring after the date of the Indenture. The Prospectus Supplement
relating to a series may further describe the provisions, if any, permitting
such defeasance or covenant defeasance with respect to the Debt Securities of a
particular series. (Article Thirteen)
EVENTS OF DEFAULT
Any one of the following events will constitute an Event of Default under
the Indenture with respect to Debt Securities of any series (unless such event
is specifically inapplicable to a particular series as described in the
Prospectus Supplement relating thereto): (a) failure to pay any interest on any
Debt Security of that series when due, continued for 30 days; (b) failure to pay
principal of or any premium on any Debt Security of that series when due; (c)
failure to deposit any sinking fund payment, when due, in respect of any Debt
Security of that series; (d) failure to perform any other covenant of the
Company in the Indenture (other than a covenant included in the Indenture solely
for the benefit of a series of Debt Securities other than that series),
continued for 90 days after written notice as provided in the Indenture; (e)
certain events in bankruptcy, insolvency or reorganization involving the
Company; (f)(i) failure of the Company to make any payment at maturity,
including any applicable grace period, in respect of indebtedness, which term as
used in the Indenture means obligations (other than non-recourse obligations or
the Debt Securities of such series) of the Company for borrowed money or
evidenced by bonds, debentures, notes or similar instruments ("Indebted-
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ness") in an amount in excess of $10,000,000 and continuance of such failure or
(ii) a default with respect to any Indebtedness, which default results in the
acceleration of Indebtedness in an amount in excess of $10,000,000 without such
Indebtedness having been discharged or such acceleration having been cured,
waived, rescinded or annulled, in the case of (i) or (ii) above, for a period of
30 days after written notice thereof to the Company by the Trustee or to the
Company and the Trustee by the holders of not less than 15% in principal amount
of Debt Securities of such series; provided, however, that if any such failure,
default or acceleration referred to in (i) or (ii) above shall cease or be
cured, waived, rescinded or annulled, then the Event of Default by reason
thereof shall be deemed likewise to have been thereupon cured; and (g) any other
Event of Default provided with respect to Debt Securities of that series.
(Section 501)
Subject to the provisions of the Indenture relating to the duties of the
Trustee during default to act with the required standard of care, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the Trustee reasonable indemnity. (Sections 601 and 603)
Subject to such provisions for the indemnification of the Trustee, the Holders
of a majority in principal amount of the Outstanding Debt Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Debt Securities of that
series. (Section 512)
The Indenture provides that the Company will deliver to the Trustee, within
120 days after the end of each fiscal year, a brief certificate from the
principal executive, financial or accounting officer of the Company as to his or
her knowledge of the Company's compliance (without regard to any period of grace
or requirement of notice) with all conditions and covenants of the Indenture.
(Section 1004)
If an Event of Default with respect to Debt Securities of any series at the
time Outstanding occurs and is continuing, either the Trustee or the Holders of
at least 25% in principal amount of the Outstanding Debt Securities of that
series by notice as provided in the Indenture may declare the principal amount
(or, if the Debt Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) of all the Debt Securities of that series to be due and
payable immediately. At any time after a declaration of acceleration with
respect to Debt Securities of any series has been made, but before a judgment or
decree for payment of money has been obtained by the Trustee, the Holders of a
majority in principal amount of the Outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration. (Section
502)
No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default and unless the Holders of at
least 25% in principal amount of the Outstanding Debt Securities of that series
shall have made written request, and offered reasonable indemnity, to the
Trustee to institute such proceeding as trustee, and the Trustee shall not have
received from the Holders of a majority in principal amount of the Outstanding
Debt Securities of that series a direction inconsistent with such request and
shall have failed to institute such proceeding within 60 days. (Section 507)
However, such limitations generally do not apply to a suit instituted by a
Holder of a Debt Security for the enforcement of payment of the principal or
interest on such Debt Security on or after the respective due dates expressed in
such Debt Security. (Section 508)
MEETINGS, MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of each series affected by
such modification or amendment; provided, however that no such modification or
amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby, (a) change the Stated Maturity of the principal of,
or any installment of principal of or interest on, any Debt Security, (b) reduce
the principal amount of, rate of interest on or any premium payable upon the
redemption of any Debt Security, (c) reduce the amount of principal of an
Original Issue Discount Security payable upon acceleration of the Maturity
thereof, (d) change the Place of Payment where, or the coin or currency in
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which, any Debt Security or any premium or interest thereon is payable, (e)
impair the right to institute suit for the enforcement of any payment on or with
respect to any Debt Security after the Stated Maturity, Redemption Date or
Repayment Date, (f) reduce the percentage in principal amount of Outstanding
Debt Securities of any series, the consent of whose Holders is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults, or (g)
modify any of the provisions set forth in this paragraph except to increase any
such percentage or to provide that certain other provisions of the Indenture may
not be modified or waived without the consent of the Holder of each Outstanding
Debt Security affected thereby. (Section 902)
The Holders of at least a majority in principal amount of the Outstanding
Debt Securities of each series may, on behalf of the Holders of all the Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the Indenture.
(Section 1010) The Holders of not less than a majority in principal amount of
the Outstanding Debt Securities of each series may, on behalf of all Holders of
Debt Securities of that series and any coupons appertaining thereto, waive any
past default under the Indenture with respect to Debt Securities of that series,
except a default (a) in the payment of principal of or any premium or interest
on any Debt Security of such series or (b) in respect of a covenant or provision
of the Indenture which cannot be modified or amended without the consent of the
Holder of each Outstanding Debt Security of such series affected. (Section 513)
The Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given any
request, demand, authorization, direction, notice, consent or waiver thereunder
or whether a quorum is present at a meeting of Holders of Debt Securities (i)
the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding shall be the amount of the principal thereof that would be due
and payable as of the date of such determination upon acceleration of the
Maturity thereof, (ii) the principal amount of a Debt Security denominated in
other than U.S. dollars shall be the U.S. dollar equivalent, determined on the
date of original issuance of such Debt Security, of the principal amount of such
Debt Security (or, in the case of an Original Issue Discount Security, the U.S.
dollar equivalent on the date of original issuance of such Debt Security of the
amount determined as provided in (i) above of such Debt Security) and (iii) Debt
Securities owned by the Company or any Affiliate of the Company shall be
disregarded and deemed not to be Outstanding. (Section 101)
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of the Holders of any of the Outstanding
Debt Securities under the Indenture, may consolidate with or merge into, or
transfer or lease its assets substantially as an entirety to, any Person which
is a corporation, partnership or trust organized and validly existing under the
laws of any domestic jurisdiction, provided that any successor Person expressly
assumes the Company's obligations on the Debt Securities and under the Indenture
and that, after giving effect to the transaction, no Event of Default, and no
event which, after notice or lapse of time, would become an Event of Default,
shall have occurred and be continuing, and that certain other conditions are
met. (Section 801)
NOTICES
Except as otherwise provided in the Indenture, notices to Holders of Debt
Securities will be given by mail to the addresses of such Holders as they appear
in the Debt Security Register. (Section 106)
TITLE
Prior to due presentment of a Debt Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Debt Security is registered as the owner of such
Debt Security for the purpose of receiving payment of principal of and any
premium and any interest (other than Defaulted Interest or as otherwise provided
in the applicable Prospectus Supplement) on such Debt Security and for all other
purposes whatsoever, whether or not such Debt Security be overdue, and neither
the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary. (Section 308)
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REPLACEMENT OF DEBT SECURITIES
Any mutilated Debt Security will be replaced by the Company at the expense
of the Holder upon surrender of such Debt Security to the Trustee. Debt
Securities that become destroyed, stolen or lost will be replaced by the Company
at the expense of the Holder upon delivery to the Trustee of the Debt Security
or evidence of the destruction, loss or theft thereof satisfactory to the
Company and the Trustee. In the case of a destroyed, lost or stolen Debt
Security, an indemnity satisfactory to the Trustee and the Company may be
required at the expense of the Holder of such Debt Security before a replacement
Debt Security will be issued. (Section 306)
GOVERNING LAW
The Indenture and the Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York. (Section 112)
REGARDING THE TRUSTEE
The Indenture contains certain limitations on the right of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases or to realize for its own account on certain property received in
respect of any such claim as security or otherwise. (Section 613) The Trustee
will be permitted to engage in certain other transactions; however, if it
acquires any conflicting interest and there is a default under the Debt
Securities of any series for which the Trustee serves as trustee, the Trustee
must eliminate such conflict or resign. (Section 608)
The Trustee currently provides certain banking and financial services to
the Company in the ordinary course of business and may provide other such
services in the future.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of the Company consists of 1,000,000 shares of
Preferred Stock, none of which has been issued, and 200,000,000 shares of Common
Stock, 80,724,000 of which were issued and outstanding as of February 28, 1994.
PREFERRED STOCK
Under the Company's Certificate of Incorporation, the Board of Directors is
authorized to issue shares of Preferred Stock from time to time in one or more
series and to determine the designation and number of shares of each series and
the relative rights, preferences and limitations with respect to dividends,
redemptions (including sinking fund provisions), liquidation, dissolution or
winding up, voting rights and conversion, all in accordance with the laws of the
State of Delaware. When shares of Preferred Stock are issued, certain rights of
the holders thereof may materially affect the rights of the holders of the
Common Stock, including voting rights and preferences in respect of dividends
and liquidation.
COMMON STOCK
All issued and outstanding shares of Common Stock of the Company, including
the shares offered hereby, are fully paid and nonassessable. Holders of Common
Stock have no preemptive, subscription or conversion rights and are not liable
for further calls or assessments. There are no redemption or sinking fund
provisions in effect with respect to the Common Stock. Subject to the rights of
any then outstanding Preferred Stock, holders of Common Stock are entitled to
receive such dividends as may be declared by the Board of Directors out of funds
legally available therefor and to share ratably in the assets available for
distribution upon liquidation. Except as described below, each share of Common
Stock is entitled to one vote at all
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meetings of stockholders. The holders of Common Stock are not entitled to
cumulative voting rights in the election of directions.
The Company has paid no cash dividends on its Common Stock since its
incorporation and anticipates that for the foreseeable future it will continue
to retain any earnings for use in its business. The Common Stock of the Company
is traded on the Nasdaq National Market under the symbol AMAT. The transfer
agent and registrar for the Common Stock is Harris Trust Company of California.
The Certificate of Incorporation and the By-Laws of the Company contain
provisions that could have certain anti-takeover effects. The Board of Directors
has no current plans to formulate or effect additional measures that could have
anti-takeover effects.
Fair Price Provisions. The Certificate of Incorporation contains a fair
price provision pursuant to which, unless certain minimum price criteria and
procedural requirements are satisfied, Business Combinations (as defined in the
Certificate of Incorporation) with any person who is the beneficial owner of 15%
or more of the Voting Stock (as defined) or with certain other persons must be
approved by either the holders of two-thirds of the Company's outstanding voting
stock or a majority of the Continuing Directors (as defined) of the Company.
These provisions may have the effect of discouraging or deterring a third party
from making an offer to the Company's stockholders to acquire a substantial
amount or all of the Company's Common Stock.
No Stockholder Action by Written Consent; Special Meetings. The Certificate
of Incorporation prohibits stockholder action by written consent in lieu of a
meeting. The provision of the Certificate of Incorporation prohibiting
stockholder action by written consent may have the effect of delaying
consideration of a stockholder proposal until the next annual meeting unless a
special meeting is called by the Board of Directors, the Chairman of the Board
of Directors, or the President of the Company. This provision would also prevent
the holders of a majority of the outstanding shares of Common Stock from using
the written consent procedure to take stockholder action and from taking action
by consent without giving all the stockholders of the Company entitled to vote
on a proposed action the opportunity to participate in determining such proposed
action.
Advance Notice Requirements for Stockholders' Proposals and Director
Nominations. The By-Laws establish an advance notice procedure with regard to
the nomination, other than by or at the direction of the Board of Directors or a
committee thereof, of candidates for election as directors (the "Nomination
Procedure") and with regard to certain matters to be brought before a meeting of
stockholders of the Company (the "Business Procedure").
The Nomination Procedure provides that the notice of proposed stockholder
nominations for the election of directors must be timely given in writing to the
Secretary of the Company prior to the meeting at which directors are to be
elected. The Business Procedure provides that only such business may be
conducted at a stockholders' meeting as has been brought before the meeting by,
or at the direction of, the Board of Directors or by a stockholder who has given
timely prior written notice to the Secretary of the Company of such
stockholder's intention to bring such business before the meeting. In the case
of both the Nomination Procedure and the Business Procedure, to be timely,
notice must be received not less than 60 days prior to the date of the
stockholders' meeting or 10 days after the date on which notice of the meeting
is first given.
Although the By-Laws do not give the Board of Directors any power to
approve or disapprove stockholder nominations for the election of directors or
any other business desired by stockholders to be conducted at a stockholders'
meeting, the By-Laws may have the effect of precluding a nomination for the
election of directors or precluding the conducting of business at a particular
meeting if the proper procedures are not followed, and may discourage or deter a
third party from conducting a solicitation of proxies to elect its own slate of
directors or otherwise attempting to obtain control of the Company, even if the
conduct of such solicitation or such attempt might otherwise be desired by the
Company's stockholders.
Amendment of Certain Provisions of the Certificate of Incorporation. The
Certificate of Incorporation requires the affirmative vote of the holders of at
least two-thirds of the total voting power of all the outstanding shares of
stock entitled to vote generally in the election of directors for any amendment
of the fair price
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provision of the Certificate of Incorporation described above. This provision
will make it more difficult for stockholders to make changes in the Certificate
of Incorporation. In addition, the requirement for approval by at least a
two-thirds stockholder vote will enable the holders of a minority of the voting
stock of the Company to prevent the holders of a majority or more of the stock
from amending such provisions of the Certificate of Incorporation.
Preferred Stock. The Certificate of Incorporation authorizes the Board of
Directors to fix, with respect to any series of Preferred Stock, the powers,
preferences and rights of the shares of such series. Although the Company has no
intention at the present time of doing so, it could issue Preferred Stock that
could, depending on its terms, either impede or facilitate the completion of a
merger, tender offer or other takeover attempt. Although the Board of Directors
is required to make any determination to issue such stock based on its judgment
as to the best interest of the stockholders of the Company, the Board of
Directors could act in a manner that would discourage an acquisition attempt or
other transaction that some, or a majority, of the stockholders might believe to
be in their best interests or in which stockholders might receive a premium for
their stock over the then market price of such stock.
RIGHTS PLAN
In June 1989, the Board of Directors of Applied Materials declared a
dividend distribution of one right (a "Right" or, collectively, the "Rights")
for each outstanding share of Common Stock of the Company to stockholders of
record at the close of business on June 26, 1989 (the "Record Date"). Each Right
entitles the registered holder to purchase from the Company a unit consisting of
one-fourth of a share (a "Unit") of Common Stock, at a price of $11.25 per Unit
(the "Exercise Price"), subject to adjustment (giving effect to two subsequent
two-for-one stock splits). The description and terms of the Rights are set forth
in a Rights Agreement dated as of June 14, 1989 (the "Rights Agreement").
Initially, the Rights are evidenced by the Common Stock certificates
representing shares outstanding and no separate Rights certificates will be
distributed. The Rights will be exercisable, and transferable apart from the
shares of Common Stock, on the earlier to occur of (i) 10 business days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding shares of
Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days following
the commencement of (or a public announcement of an intention to commence) a
tender offer or exchange offer if, upon consummation thereof, the person who
commenced the offer would be an Acquiring Person (the earlier of such dates
being called the "Distribution Date"). The foregoing time periods are subject to
extension as set forth in the Rights Agreement. After the occurrence of the
event set forth in clause (ii) above, the Rights would become exercisable for a
Unit of Common Stock at the Exercise Price. After the occurrence of the event
set forth in clause (i) above, the Rights would become exercisable as set forth
below.
In the event that a person becomes the beneficial owner of 20% or more of
the then outstanding shares of Common Stock (other than as a result of a tender
or exchange offer for all shares of the Common Stock at a price and on terms
determined by a majority of the directors who are not representatives, nominees,
affiliates or associates of an Acquiring Person, after receiving advice from one
or more nationally recognized investment banking firms selected by such
directors, to be fair and adequate to the stockholders, and otherwise in the
best interests of the Company and its stockholders (a "Permitted Offer")), the
Rights Agreement provides that proper provision shall be made so that each
holder of a Right will thereafter have the right to receive, for a 90-day period
(the "Exercise Period"), upon exercise, Common Stock (or, under certain
circumstances, cash, a reduction in the Exercise Price, other securities of the
Company or any combination thereof) having a market value equal to two times the
exercise price paid (i.e., at a 50% discount). Following the occurrence of this
event, any Rights that are, or (under certain circumstances specified in the
Rights Agreement) were, beneficially owned by any Acquiring Person shall
immediately become null and void. However, Rights generally are not exercisable
following the occurrence of such an event until such time as the Rights are no
longer redeemable by the Company as set forth below. Further, Rights generally
are exercisable only after the effectiveness of a registration statement for the
Common Stock issuable upon exercise of the Rights under the Securities Act of
1933.
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In the event that, at any time following the Distribution Date, (i) the
Company engages in a merger or other business combination transaction in which
the Company is not the surviving corporation (other than following a Permitted
Offer), (ii) the Company engages in a merger or other business combination
transaction with another person in which the Company is the surviving
corporation, but in which its Common Stock is changed or exchanged (other than
following a Permitted Offer), or (iii) 50% or more of the Company's assets or
earning power (on a consolidated basis) is sold or transferred, the Rights
Agreement provides that proper provision shall be made so that each holder of a
Right (except Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, common stock of the acquiring company
having a market value equal to two times the exercise price paid (i.e., at a 50%
discount). The events described in clauses (i), (ii) and (iii) of this paragraph
are defined as "Triggering Events."
The Exercise Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Stock, (ii) upon the grant to holders of the Common Stock of certain rights or
warrants to subscribe for preferred stock that is substantially the same as
Common Stock or convertible securities at less than the current market price of
the Common Stock, or (iii) upon the distribution to holders of the Common Stock
of evidences of indebtedness, cash (excluding regular quarterly cash dividends),
assets (other than dividends payable in Common Stock) or of subscription rights
or warrants (other than those referred to above).
At any time after the date of the Rights Agreement until 10 business days
(or such later date as the Board of Directors of the Company may determine)
following the Stock Acquisition Date, the Company may redeem the Rights in
whole, but not in part, at a price of $.0025 per Right, as adjusted for stock
splits, stock dividends or similar transactions (the "Redemption Price"),
payable in cash, Common Stock or other consideration deemed appropriate by the
Board of Directors. Thereafter, the Company's right of redemption may be
reinstated if the Exercise Period has expired, no Triggering Event has occurred
and an Acquiring Person reduces his beneficial ownership to 5% or less of the
outstanding shares of Common Stock in a transaction or series of transactions
not involving the Company and there are no other Acquiring Persons. Immediately
upon the action of the Board of Directors of the Company ordering redemption of
the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to the stockholders or the Company, the stockholders may, depending
upon the circumstances, recognize taxable income in the event that the Rights
become exercisable for Common Stock (or other consideration) of the Company or
for common stock of the acquiring company as set forth above.
The foregoing description of the Company's Common Stock and the Rights do
not purport to be a complete description of the terms of the Company's Common
Stock and the Rights and is qualified in its entirety by reference to the terms
of such Common Stock and Rights, which are incorporated herein by reference and
are set forth in full in the Company's Certificate of Incorporation and the
Rights Agreement, respectively.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
The Company is subject to the provisions of Section 203 of the Delaware
General Corporation Law. This statute generally prohibits, under certain
circumstances, a Delaware corporation whose stock is publicly traded, from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless (i) the corporation has elected in its
certificate of incorporation or bylaws not to be governed by this Delaware law
(the Company has not made such an election), (ii) prior to the time the
stockholder became an interested stockholder, the board of directors approved
either the business combination or the transaction which resulted in the person
becoming an interested stockholder, (iii) the stockholder owned at least 85% of
the outstanding voting stock of the corporation (excluding shares held by
directors who were also officers or held in certain
15
<PAGE> 27
employee stock plans) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder or (iv) the business combination
was approved by the board of directors and by two-thirds of the outstanding
voting stock of the corporation (excluding shares held by the interested
stockholder). An "interested stockholder" is a person who, together with
affiliates and associates, owns (or any time within the prior three years did
own) 15% or more of the corporation's outstanding voting stock. The term
"business combination" is defined generally to include mergers, consolidations,
stock sales, asset based transactions, and other transactions resulting in a
financial benefit to the interested stockholder.
PLAN OF DISTRIBUTION
The Company may sell the Securities separately or together, (i) to one or
more underwriters or dealers for public offering and sale by them and (ii) to
investors directly or through agents. The distribution of the Securities may be
effected from time to time in one or more transactions at a fixed price or
prices (which may be changed from time to time), at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. Each Prospectus Supplement will describe the method of
distribution of the Securities offered thereby.
In connection with the sale of the Securities, underwriters, dealers or
agents may receive compensation from the Company or from purchasers of the
Securities for whom they may act as agents, in the form of discounts,
concessions or commissions. The underwriters, dealers or agents which
participate in the distribution of the Securities may be deemed to be
underwriters under the Securities Act of 1933 and any discounts or commissions
received by them and any profit on the resale of the Securities received by them
may be deemed to be underwriting discounts and commissions thereunder. Any such
underwriter, dealer or agent will be identified and any such compensation
received from the Company will be described in the Prospectus Supplement. Any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Under agreements that may be entered into with the Company, underwriters,
dealers and agents may be entitled to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to contribution with respect to payments which the underwriters,
dealers or agents may be required to make in respect thereof.
The Company may grant underwriters who participate in the distribution of
Securities an option to purchase additional Securities to cover over-allotments,
if any.
All Debt Securities will be new issues of securities with no established
trading market. Any underwriters to whom Debt Securities are sold by the Company
for public offering and sale may make a market in such securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for any such securities.
Certain of the underwriters or agents and their associates may be customers
of, engage in transactions with or perform services for the Company in the
ordinary course of business.
LEGAL OPINIONS
The validity of the Securities is being passed upon for the Company by
Orrick, Herrington & Sutcliffe, San Francisco, California. Certain matters will
be passed upon for any underwriters or agents by Wilson, Sonsini, Goodrich &
Rosati, Professional Corporation, Palo Alto, California.
EXPERTS
The audited consolidated financial statements incorporated in this
Prospectus, and the financial statement schedules incorporated in the
Registration Statement, by reference to the Annual Report on Form 10-K of
Applied Materials, Inc. for the year ended October 31, 1993 have been so
incorporated in reliance on the reports of Price Waterhouse, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
16
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NO DEALER, SALESPERSON, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED
HEREIN OR THEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR COMMON STOCK
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
The Company............................. S-3
Use of Proceeds......................... S-6
Price Range of Common Stock............. S-6
Dividend Policy......................... S-6
Capitalization.......................... S-7
Selected Consolidated Financial Data.... S-8
Underwriting............................ S-10
PROSPECTUS
Available Information................... 2
Information Incorporated by Reference... 2
The Company............................. 3
Use of Proceeds......................... 3
Selected Consolidated Financial Data.... 4
Description of Debt Securities.......... 5
Description of Capital Stock............ 12
Plan of Distribution.................... 16
Legal Opinions.......................... 16
Experts................................. 16
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</TABLE>
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2,000,000 SHARES
[LOGO]
APPLIED MATERIALS
COMMON STOCK
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PROSPECTUS SUPPLEMENT
MARCH , 1994
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LEHMAN BROTHERS
MORGAN STANLEY & CO.
INCORPORATED
ROBERTSON, STEPHENS & COMPANY
COWEN & COMPANY
NEEDHAM & COMPANY, INC.
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