APPLIED MATERIALS INC /DE
8-K, 1998-10-23
SPECIAL INDUSTRY MACHINERY, NEC
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                                  UNITED STATES
                       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) October 23, 1998


                             APPLIED MATERIALS, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<CAPTION>
<S>                                    <C>                            <C>       
         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)

</TABLE>

<PAGE>   2



ITEM 5.  Other Events


         On October 23, 1998, the Company issued a press release announcing the
completion of its restructuring plan and one-time charges to be incurred for the
fiscal quarter ending October 25, 1998. A copy of the press release is filed 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 October 23, 1998, of
                                      Applied Materials, Inc.





<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:   October 23, 1998



                                      APPLIED MATERIALS, INC.
                                        (Registrant)



                                      By: /s/Joseph R. Bronson
                                         ----------------------------
                                         Joseph R. Bronson
                                         Senior Vice President,
                                         Office of the President,
                                         Chief Financial Officer and
                                         Chief Administrative Officer
                                         (Principal Financial Officer)



<PAGE>   4

                                  EXHIBIT INDEX



Exhibit Number                              Exhibit
- --------------                              -------

      99.1                    Press Release, dated October 23, 1998, of
                              Applied Materials, Inc.




<PAGE>   1

                                                                    EXHIBIT 99.1


PRESS RELEASE



Release:          Immediate

Contact:          Carolyn Schwartz (investment community)
                  (408) 748-5227

                  Jeffrey Lettes (editorial/media)
                  (408) 563-5161



                 APPLIED MATERIALS COMPLETES RESTRUCTURING PLAN
                         AND ANNOUNCES ONE-TIME CHARGES

         SANTA CLARA, Calif., October 23, 1998 - Applied Materials, Inc., the
world's largest supplier of wafer fabrication systems and services to the global
semiconductor industry, announced today the completion of the restructuring
plan, originally announced on August 25, 1998, which was designed to better
align the Company's cost structure with business conditions resulting from the
industry downturn. The Company also announced that it will incur one-time
charges of approximately $285 million, or $0.56 per share, for its fourth fiscal
quarter ending October 25, 1998. As a result of these charges, the Company will,
as previously announced, report a net loss for its fourth fiscal quarter when
financial results are released on November 17, 1998.

         The one-time charges primarily consist of pre-tax restructuring charges
of approximately $50 million for employee severance and benefits from the
recently completed reduction in force and $50 million for consolidation of
facilities and related fixed assets, as well as a $70 million pre-tax write-down
of intangible assets that are deemed to be impaired and a $65 million reserve
regarding a doubtful receivable obtained in connection with the settlement of
patent litigation with ASM International, N.V.

         The Company's restructuring plan included the recently completed
elimination of approximately 2,000 positions, or 15 percent of the Company's
global workforce. In addition, plans have been developed, and are underway, to
consolidate facilities and certain operations of the Company. These changes will
improve efficiency and productivity and will better position the Company for
growth. When fully effective, starting in the first fiscal quarter of 1999,
these restructuring actions are expected to reduce the Company's cost structure
by approximately $40 million per quarter.

<PAGE>   2


         In addition to the restructuring charges, the one-time charge regarding
intangible assets relates to certain technology purchased by the Company which
will be written down due to reduced demand resulting from significant changes in
business conditions and rapid changes in technology which in combination have
decreased the realizable value of this technology.

         The Company will also incur an after-tax charge of approximately $50
million associated with the discontinuance of operations of Applied Komatsu
Technology, Inc. (AKT), its 50-50 joint venture with Komatsu Ltd., which
supplies fabrication systems used to produce flat panel displays. The AKT charge
consists primarily of employee severance and benefit costs relating to job
eliminations, facilities and asset write-offs and other charges. As previously
announced by the Company and AKT, AKT will offer its existing CVD product line
for sale to customers, discontinue sales of PVD and Etch systems, cease
development efforts on new and next generation systems and provide support to
customers of existing systems.

         This press release contains certain forward-looking statements that are
subject to known and unknown risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by such statements.
Such risks and uncertainties include, but are not limited to, the success of the
Company's restructuring actions, the length and severity of the industry
downturn, and the success and timely development of new markets, products,
processes and services. The Company assumes no obligation to update the
information in this press release.


         Applied Materials, Inc. is a Fortune 500 global 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' website is
http://www.appliedmaterials.com. 

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