<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 24, 1996
APPLIED MATERIALS, INC.
-----------------------
(Exact name of registrant as specified in its charter)
Delaware 0-6920 94-1655526
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS employer
of Incorporation) identification
number)
3050 Bowers Avenue, Santa Clara, California 95054-3299
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 727-5555
Inapplicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
On November 24, 1996, the Company announced that it entered into an
agreement to acquire Opal, Inc., a supplier of CD-SEM (critical dimension
scanning electron microscope) systems for use in semiconductor manufacturing,
for approximately $175 million. The Company will tender an offer for any and all
outstanding shares of Opal's common stock at $18.50 per share net to the seller
in cash. Opal's revenues for the 12-month period ended September 30, 1996 were
$62 million.
On the same day, the Company also announced that it entered into an
agreement to acquire Orbot Instruments, Ltd., a supplier of wafer and reticle
inspection systems for use in the production of semiconductors, for
approximately $110 million in cash. Orbot's revenues for the 12-month period
ended September 30, 1996 were $36 million.
These two acquisitions would mark the Company's entry into the
metrology and inspection semiconductor equipment market. Each acquisition has
been approved by the boards of directors of the respective companies, and both
transactions are expected to be completed during the Company's first fiscal
quarter of 1997 ending January 26, 1997. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
Exhibit Number Exhibit
-------------- -------
99.1 Press Release, dated November 24, 1996,
announcing Applied Materials, Inc.'s
agreements to acquire Opal, Inc. and
Orbot Instruments, Ltd.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 17, 1996
APPLIED MATERIALS, INC.
(Registrant)
By: /s/ Gerald F. Taylor
----------------------------
Gerald F. Taylor
Senior Vice
President and
Chief Financial
Officer
<PAGE> 4
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
99.1 Press Release, dated November 24, 1996,
announcing Applied Materials, Inc.'s
agreements to acquire Opal, Inc. and Orbot
Instruments, Ltd.
<PAGE> 1
Exhibit 99.1
Release: Immediate
Contact: Shannon Fryhoff (editorial/media)
(408) 986-7229
Susan Overstreet (financial community)
(408) 748-5227
APPLIED MATERIALS TO ENTER METROLOGY AND INSPECTION MARKET
THROUGH THE ACQUISITION OF OPAL, INC. AND ORBOT INSTRUMENTS, LTD.
SANTA CLARA, Calif., November 24, 1996 -- Applied Materials, Inc.
announced today that it is entering the metrology and inspection equipment
market through the acquisition of Opal, Inc. (NASDAQ symbol "OPAL"), a leading
supplier of CD-SEM systems for approximately $175 million, and Orbot
Instruments, Ltd., a supplier of wafer and reticle inspection systems with
leading-edge technologies, for approximately $110 million in cash.
"Our entry into the market for metrology and inspection equipment is
consistent with our long-standing strategy of serving our global customers with
a broader array of enabling technology required to economically manufacture new
generations of advanced semiconductor devices," said James C. Morgan, chairman
and chief executive officer of Applied Materials. "As independent companies,
Opal and Orbot Instruments each have been gaining rapid customer acceptance.
Together with Applied Materials, we expect to leverage their technology across a
significantly larger customer base."
According to industry research, the market served by products from Opal
and Orbot is expected to grow at a compound annual growth rate of more than 22
percent, from $1.25 billion in 1996 to $3.43 billion in 2001.
Opal is a leading supplier of CD-SEM systems for use in semiconductor
manufacturing. CD-SEM systems use scanning electron microscopes (SEMs) to
measure certain critical dimensions (CDs) of integrated circuits at various
stages of the manufacturing process. Opal's revenues for the 12-month period
ended September 30, 1996 were $62 million. Opal's revenues for the fiscal year
ended December 31, 1995 were $45 million. Opal conducts its principal sales and
marketing activities at its facility in Santa Clara, California, and its
research, development and manufacturing activities in Nes Ziona, Israel.
Additionally, Opal recently acquired ICT of Heimstetten, Germany, which
manufactures scanning electron microscope columns. Opal was incorporated in
Delaware in 1986 and employs approximately 325 people.
Pursuant to its agreement with Opal, Applied Materials is expected to
commence a cash tender offer on or before Wednesday, November 27 for any and all
outstanding shares of Opal's common stock at $18.50 per share net to the seller
in cash. Applied Materials intends to acquire any Opal shares not purchased in
the tender offer in a second-step merger. Proceeds to the shareholders of Opal
will approximate $175 million, while the net cash cost of the transaction to
Applied Materials is expected to be approximately $145 million, after
considering transaction costs and Opal's available cash.
- more -
<PAGE> 2
APPLIED MATERIALS, INC.
November 24, 1996
Page 2
Applied Materials' acquisition of Opal has been approved by the boards
of directors of both companies. Applied Materials has also entered into
agreements with certain shareholders of Opal, Clal Electronics Industries, Ltd.
and Orbotech, Ltd., and two executive officers of Opal, representing in total 49
percent of Opal's shares outstanding, whereby they have agreed to tender shares
into Applied Materials' offer and have granted Applied Materials an option to
purchase their shares. The Opal offer and merger are subject to the purchase of
a majority of the outstanding shares of Opal's common stock as well as other
customary conditions.
"Together with the Opal Board of Directors, I believe that this merger
represents a strategic opportunity with significant benefits for our customers,
our shareholders and our employees," said Mendy Erad, chairman of Opal.
"Leveraging Israel's strong technology talent base, OpalOs world-class
technology and Applied Materials' global infrastructure will allow us to provide
advanced metrology systems and services to meet our customers' emerging
requirements. We believe that this merger will enable even faster growth than
Opal has achieved during the past few years."
Orbot develops, manufactures, markets and services automated optical
inspection systems for use in the production of semiconductors. Orbot produces
systems for inspecting patterned silicon wafers for yield enhancement during the
semiconductor manufacturing process, as well as systems for inspecting the
reticles, or masks, which are used during the patterning process. Orbot's
revenues for the 12-month period ended September 30, 1996 were $36 million.
Orbot's revenues for the fiscal year ended December 31, 1995 were $19 million.
Orbot was founded in 1988 and has its headquarters in Yavne, Israel. Orbot
employs approximately 200 people.
Applied Materials will purchase Orbot for approximately $110 million in
cash. Applied Materials' acquisition of Orbot has been approved by the boards of
directors of both companies. The Orbot acquisition is subject to certain
customary conditions.
"By joining Applied Materials, we will be able to capitalize on our
strengths in reticle inspection, and add tremendous leverage to our emerging
wafer inspection capability, to better serve our customers in these rapidly
growing markets," said Zvi Lapidot, chairman of Orbot.
Applied Materials began operating in Israel in 1990 with the opening of
Applied Materials Israel (AMIL). AMIL develops and manufactures control systems
for a number of Applied Materials' products distributed worldwide. Applied
Materials has since added a second subsidiary to provide after-sales support
services for the local customer base.
Both transactions are expected to be completed during Applied
Materials' first fiscal quarter ending January 26, 1997. Applied Materials
expects that these two acquisitions will result in a first quarter fiscal 1997
pre-tax charge for acquired in-process research and development in the range of
$50-$60 million, or $0.27 to $0.32 per share after tax.
Applied Materials, Inc. is a Fortune 500 global growth company and the
world's largest supplier of wafer fabrication systems and services to the global
semiconductor industry. Applied Materials is traded on the Nasdaq National
Market under the symbol "AMAT." Applied Materials' web site is
http://www.AppliedMaterials.com.
###
