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As Filed With The Securities And Exchange Commission on May 24, 1995
Registration No. 33-52076
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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)
1976 MANAGEMENT STOCK OPTION PLAN
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:
Donald A. Slichter, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, California 94111
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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-B 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. 1976 Management Stock Option Plan
(incorporated by reference to Exhibit 4.1 to the Registrant's Annual
Report on Form 10-K, Commission File No. 1-2964).
4.2 The Applied Materials, Inc. 1995 Equity Incentive Plan (incorporated
by reference to Exhibit B to the Registrant's Proxy Statement (dated
January 31, 1995), Commission File No. 1-2964).
5.1 Opinion of Orrick, Herrington & Sutcliffe (and incorporated by
reference to Exhibit 5.1 to the Registrant's Registration Statement on
Form S-8, Commission File No. 33-52076).
23.1 Consent of Price Waterhouse.
23.2 Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1
(and incorporated by reference to Exhibit 5.1 to the Registrant's
Registration Statement on Form S-8, Commission File No. 33-52076).
24.1 Power of Attorney of Directors (and incorporated by reference to
Exhibit 25.1 to the Registrant's Registration Statement on Form S-8,
Commission File No. 33-52076).
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
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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 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 22nd day of
May, 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 May 22, 1995
Board and Chief
Executive Officer
Principal Financial Officer:
/s/ Gerald F. Taylor
----------------------------
Gerald F. Taylor Senior Vice May 22, 1995
President and
Chief Financial
Officer
Principal Accounting Officer:
/s/ Michael K. O'Farrell
----------------------------
Michael K. O'Farrell Vice President May 22, 1995
and Corporate
Controller
</TABLE>
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Directors:
<TABLE>
<S> <C> <C>
*/s/ James C. Morgan
-----------------------------
James C. Morgan Director May 22, 1995
*/s/ Michael Armacost
------------------------------
Michael Armacost Director May 22, 1995
*/s/ James W. Bagley
-----------------------------
James W. Bagley Director May 22, 1995
*/s/ Herbert M. Dwight, Jr.
-----------------------------
Herbert M. Dwight, Jr. Director May 22, 1995
*/s/ George B. Farnsworth
-----------------------------
George B. Farnsworth Director May 22, 1995
*/s/ Philip V. Gerdine
-----------------------------
Philip V. Gerdine Director May 22, 1995
*/s/ Paul R. Low
-----------------------------
Paul R. Low Director May 22, 1995
*/s/ Dan Maydan
-----------------------------
Dan Maydan Director May 22, 1995
*/s/ Alfred J. Stein
-----------------------------
Alfred J. Stein Director May 22, 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. 1976 Management Stock Option Plan
(incorporated by reference to Exhibit 4.1 to the Registrant's Annual
Report on Form 10-K, Commission File No. 1-2964).
4.2 The Applied Materials, Inc. 1995 Equity Incentive Plan (incorporated
by reference to Exhibit B to the Registrant's Proxy Statement (dated
January 31, 1995), Commission File No. 1-2964).
5.1 Opinion of Orrick, Herrington & Sutcliffe (and incorporated by
reference to Exhibit 5.1 to the Registrant's Registration Statement
on Form S-8, Commission File No. 33-52076).
23.1 Consent of Price Waterhouse.
23.2 Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1
(and incorporated by reference to Exhibit 5.1 to the Registrant's
Registration Statement on Form S-8, Commission File No. 33-52076).
24.1 Power of Attorney of Directors (and incorporated by reference to
Exhibit 25.1 to the Registrant's Registration Statement on Form S-8,
Commission File No. 33-52076).
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EXHIBIT 5.1
May 22, 1995
Applied Materials, Inc.
3050 Bowers Avenue
Santa Clara, California 95054
Re: Applied Materials, Inc.
Registration Statement on Form S-8
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 1,900,000 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
1,900,000 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 Plan, 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 regulationsof 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 Stockholders of Applied Materials, Inc.,
which is incorporated by reference in Applied Materials, Inc. 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
May 19, 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 6,300,000 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.
/s/ Michael H. Armacost
------------------------------
Michael H. Armacost May 19, 1995
/s/ James W. Bagley
------------------------------
James W. Bagley May 19, 1995
/s/ Herbert M. Dwight, Jr.
------------------------------
Herbert M. Dwight, Jr. May 19, 1995
/s/ George B. Farnsworth
------------------------------
George B. Farnsworth May 19, 1995
/s/ Philip V. Gerdine
------------------------------
Philip V. Gerdine May 19, 1995
/s/ Tsuyoshi Kawanishi
------------------------------
Tsuyoshi Kawanishi May 19, 1995
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/s/ Paul R. Low
------------------------------
Paul R. Low May 19, 1995
/s/ Dan Maydan
------------------------------
Dan Maydan May 19, 1995
/s/ James C. Morgan
------------------------------
James C. Morgan May 19, 1995
/s/ Alfred J. Stein
------------------------------
Alfred J. Stein May 19, 1995
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