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As Filed With The Securities And Exchange Commission on November 15, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
APPLIED MATERIALS, INC.
(Exact name of issuer as specified in its charter)
Delaware 94-1655526
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
3050 Bowers Avenue, Santa Clara, California 95054
(Address of principal executive offices)(Zip Code)
1995 EQUITY INCENTIVE PLAN
(Full title of the plan)
James C. Morgan
Applied Materials, Inc.
3050 Bowers Avenue, Santa Clara, California 95054
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 748-5555
Copy to:
John E. Aguirre, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, California 94111
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share* Price* Fee*
- ---------- ---------- ---------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock 8,800,000 shares $47.1875 $415,250,000.00 $83,050.00
========================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee on the
basis of $47.1875 per share, the average of the high and low prices for the
Common Stock on November 14, 1995, as reported by NASDAQ.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) Applied Materials, Inc.'s (the "Company") latest annual report
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"); (ii) all other reports filed by the Company
pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Company's latest annual report; and (iii) the
description of the Company's common stock set forth in the Company's
Registration Statement on Form 8-A relating thereto, including any amendment or
report filed for the purpose of updating such description. All documents filed
by the Company after the date of this registration statement pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment (that indicates all securities offered have been sold
or deregisters all securities then remaining unsold), shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "Delaware Law")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. The Registrant's Certificate of Incorporation and Bylaws provide for
indemnification of the Registrant's directors, officers, employees and other
agents to the maximum extent permitted by the Delaware Law. In addition, the
Registrant has entered into indemnification agreements with its officers and
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
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ITEM 8. EXHIBITS
4.1 The Applied Materials, Inc. 1995 Equity Incentive Plan (incorporated by
reference to Exhibit 10.22 to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended April 30, 1995, Commission File No.
1-2964).
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1.
24.1 Power of Attorney of Directors.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of
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such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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Signatures
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California on the 14th day of
November, 1995.
APPLIED MATERIALS, INC.
(Registrant)
/s/ James C. Morgan
- ------------------------------
James C. Morgan
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dated indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Principal Executive Officer:
/s/ James C. Morgan
- ---------------------------------------
James C. Morgan Chairman of the November 14, 1995
Board Chief
Executive Officer
Principal Financial Officer:
/s/ Gerald F. Taylor
- ---------------------------------------
Gerald F. Taylor Senior Vice November 14, 1995
President and
Chief Financial
Officer
Principal Accounting Officer:
/s/ Michael K. O'Farrell
- ---------------------------------------
Michael K. O'Farrell Vice President November 14, 1995
and Corporate
Controller
</TABLE>
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<TABLE>
<S> <C> <C>
Directors:
*/s/ James C. Morgan
- ---------------------------------------
James C. Morgan Director November 14, 1995
- ---------------------------------------
Michael Armacost Director November 14, 1995
*/s/ James W. Bagley
- ---------------------------------------
James W. Bagley Director November 14, 1995
*/s/ Herbert M. Dwight, Jr.
- ---------------------------------------
Herbert M. Dwight, Jr. Director November 14, 1995
*/s/ George B. Farnsworth
- ---------------------------------------
George B. Farnsworth Director November 14, 1995
*/s/ Philip V. Gerdine
- ---------------------------------------
Philip V. Gerdine Director November 14, 1995
*/s/ Tsuyoshi Kawanishi
- ---------------------------------------
Tsuyoshi Kawanishi Director November 14, 1995
*/s/ Paul R. Low
- ---------------------------------------
Paul R. Low Director November 14, 1995
*/s/ Dan Maydan
- ---------------------------------------
Dan Maydan Director November 14, 1995
*/s/ Alfred J. Stein
- ---------------------------------------
Alfred J. Stein Director November 14, 1995
*By /s/ Donald A. Slichter
- ---------------------------------------
Donald A. Slichter
Attorney-in-Fact
</TABLE>
A majority of the members of the Board of Directors.
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EXHIBIT INDEX
4.1 The Applied Materials, Inc. 1995 Equity Incentive Plan (incorporated by
reference to Exhibit 10.22 to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended April 30, 1995, Commission File No.
1-2964).
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1.
24.1 Power of Attorney of Directors.
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EXHIBIT 5.1
November 14, 1995
Applied Materials, Inc.
3050 Bowers Avenue
Santa Clara, California 95054
Re: 1995 Equity Incentive Plan
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed issuance pursuant to The Applied Materials, Inc. 1995 Equity Incentive
Plan (the "Plan"), of up to 8,800,000 shares of common stock, $.01 par value
("Common Stock"), of Applied Materials, Inc., a Delaware corporation (the
"Company").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations, and warranties
contained in the records, documents, instruments, and certificates we have
reviewed.
Based on such examination, we are of the opinion that the 8,800,000
shares of Common Stock to be issued by the Company pursuant to the Plan are
validly authorized shares of Common Stock, and, when issued in accordance with
the provisions of the Plans, will be legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part of
the Registration Statement, including this opinion, as an exhibit or otherwise.
Very truly yours,
ORRICK, HERRINGTON & SUTCLIFFE
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 19, 1994, which appears on
page 47 of the 1994 Annual Report to Shareholders of Applied Materials, Inc.,
which is incorporated by reference in Applied Materials, Inc.'s Annual Report on
Form 10-K for the year ended October 30, 1994. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page 21 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
San Jose, California
November 15, 1995
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EXHIBIT 24.1
POWER OF ATTORNEY OF DIRECTORS
KNOW BY ALL PERSONS BY THESE PRESENTS:
Each of the undersigned hereby constitutes and appoints James C.
Morgan, Gerald F. Taylor, and Donald A. Slichter, and each of them with power to
act alone, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign a Registration Statement or
Registration Statements on Form S-8, or a post-effective amendment or amendments
thereto, relating to up to a total of 12,600,000 shares of common stock issuable
under the Applied Materials, Inc. 1995 Equity Incentive Plan, and to file the
same, together with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises hereof,
as fully to all intents and purposes as he or she might do or could do in
person, thereby ratifying and confirming all that said attorney-in-fact or his
or her substitutes may lawfully do or cause to be done by virtue hereof.
<TABLE>
<S> <C>
- ----------------------------------- June 15, 1995
Michael H. Armacost
/s/ James W. Bagley
- -----------------------------------
James W. Bagley June 15, 1995
/s/ Herbert M. Dwight, Jr.
- -----------------------------------
Herbert M. Dwight, Jr. June 15, 1995
/s/ George B. Farnsworth
- -----------------------------------
George B. Farnsworth June 15, 1995
/s/ Philip V. Gerdine
- -----------------------------------
Philip V. Gerdine June 15, 1995
/s/ Tsuyoshi Kawanishi
- -----------------------------------
Tsuyoshi Kawanishi June 15, 1995
</TABLE>
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<TABLE>
<S> <C>
/s/ Paul R. Low
- -----------------------------------
Paul R. Low June 15, 1995
/s/ Dan Maydan
- -----------------------------------
Dan Maydan June 15, 1995
/s/ James C. Morgan
- -----------------------------------
James C. Morgan June 15, 1995
/s/ Alfred J. Stein
- -----------------------------------
Alfred J. Stein June 15, 1995
</TABLE>
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