<PAGE> 1
As filed with the Securities and Exchange Commission on January 27, 1999
Registration No. 333-__________
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 identification number)
of incorporation or organization)
3050 Bowers Avenue, Santa Clara, California 95054
(Address of principal executive offices) (Zip Code)
APPLIED MATERIALS, INC.
1995 EQUITY INCENTIVE PLAN
(Full title of the plan)
Joseph J. Sweeney
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) 727-5555
Copy to:
John E. Aguirre
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, California 94111
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share* Offering Price* Registration Fee*
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, and 18,000,000 shares $54.25 $976,500,000.00 $271,467.00
Options to Purchase
Common Stock
=================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee on
the basis of $54.25 per share, the average of the high and low prices
for the Common Stock on January 25, 1999 as reported by Nasdaq.
<PAGE> 2
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) the latest annual report of Applied Materials, Inc. (the
"Registrant") 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 Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the annual report referred to in
clause (i) above; and (iii) the description of the Registrant's common stock set
forth in the Registrant'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 Registrant 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 provides for
indemnification of the Registrant's directors, officers, employees and other
agents to the maximum extent permitted by Delaware Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 Applied Materials, Inc. 1995 Equity Incentive Plan, as amended
(incorporated by reference to the Registrant's Preliminary Proxy
Statement dated January 27, 1998, Commission File No. 0-6920).
4.2 Form of Nonqualified Stock Option Agreement for Employees (incorporated
by reference to Exhibit 4.2 to the Registrant's Registration Statement
on Form S-8, Commission File No. 333-31291).
4.3 Form of Nonqualified Stock Option Agreement for Consultants.
2
<PAGE> 3
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included in Exhibit
5.1 to this Registration Statement.
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 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 an
employee benefit 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
3
<PAGE> 4
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.
4
<PAGE> 5
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 27th day of
January, 1999.
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
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ James C. Morgan
- ---------------------------------
James C. Morgan Chairman of the Board and January 27, 1999
Chief Executive Officer
Principal Financial Officer:
/s/ Joseph R. Bronson Senior Vice President, January 27, 1999
- ---------------------------------- Office of the President,
Joseph R. Bronson Chief Financial Officer and
Chief Administrative Officer
Principal Accounting Officer:
/s/ Michael K. O'Farrell Vice President, Global January 27, 1999
- --------------------------------- Controller, Chief
Michael K. O'Farrell Accounting Officer and
Assistant Secretary
</TABLE>
5
<PAGE> 6
<TABLE>
<S> <C> <C>
Directors:
* Director January 27, 1999
- ---------------------------------
James C. Morgan
* Director January 27, 1999
- ---------------------------------
Dan Maydan
* Director January 27, 1999
- ---------------------------------
Michael H. Armacost
* Director January 27, 1999
- ---------------------------------
Deborah A. Coleman
* Director January 27, 1999
- ---------------------------------
Herbert M. Dwight, Jr.
* Director January 27, 1999
- ---------------------------------
Philip V. Gerdine
* Director January 27, 1999
- ---------------------------------
Tsuyoshi Kawanishi
* Director January 27, 1999
- ---------------------------------
Paul R. Low
* Director January 27, 1999
- ---------------------------------
Alfred J. Stein
*By /s/ James C. Morgan
----------------------------
James C. Morgan
Attorney-in-Fact
</TABLE>
A majority of the members of the Board of Directors.
6
<PAGE> 7
EXHIBIT INDEX
4.1 Applied Materials, Inc. 1995 Equity Incentive Plan, as amended
(incorporated by reference to the Registrant's Preliminary Proxy
Statement dated January 27, 1998, Commission File No. 0-6920).
4.2 Form of Nonqualified Stock Option Agreement for Employees (incorporated
by reference to Exhibit 4.2 to the Registrant's Registration Statement
on Form S-8, Commission File No. 333-31291).
4.3 Form of Nonqualified Stock Option Agreement for Consultants.
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included in Exhibit 5.1
to this Registration Statement.
24.1 Power of Attorney of Directors.
7
<PAGE> 1
EXHIBIT 4.3
[CONSULTANT NAME]
Consultant ID Number
Grant Number:
APPLIED MATERIALS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
Applied Materials, Inc. (the "Company") hereby grants you, [NAME
OF CONSULTANT] (the "Consultant"), an option under the Company's 1995 Equity
Incentive Plan (the "Plan") to purchase shares of common stock of the Company.
The date of this Agreement is [DATE] (the "Grant Date"). In general, the latest
date this option will expire is [DATE] (the "Expiration Date"). However, as
provided in Appendix A (on the other side of this agreement), this option may
expire earlier than the Expiration Date. Subject to the provisions of Appendix A
and of the Plan, the principal features of this option are as follows:
<TABLE>
<CAPTION>
MAXIMUM NUMBER OF SHARES
PURCHASABLE WITH THIS OPTION: [NUMBER] EXERCISE PRICE PER SHARE: US $______
- ----------------------------- -------------------------
<S> <C> <C> <C>
SCHEDULED VESTING DATES: NUMBER OF SHARES
[DATE] [NUMBER]
[DATE] [NUMBER]
[DATE] [NUMBER]
[DATE] [NUMBER]
</TABLE>
<TABLE>
<CAPTION>
EVENT TRIGGERING MAXIMUM TIME TO EXERCISE
OPTION TERMINATION AFTER TRIGGERING EVENT*
- ------------------ ------------------------
<S> <C>
Termination of Service 15 days
Termination of Service due to Disability 60 days
Termination of Service due to death 60 days
</TABLE>
* However, in no event may this option be exercised after the Expiration Date.
IMPORTANT:
IT IS YOUR RESPONSIBILITY TO EXERCISE THIS OPTION BEFORE IT EXPIRES.
Your signature below indicates your agreement and understanding that this
option is subject to all of the terms and conditions contained in Appendix A and
the Plan. For example, important additional information on vesting and
termination of this option is contained in Paragraphs 1 through 3 of Appendix A.
PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND
CONDITIONS OF THIS OPTION, INCLUDING INFORMATION CONCERNING CANCELLATION AND
TERMINATION OF THIS OPTION.
APPLIED MATERIALS, INC. CONSULTANT
__________________________________ _________________________________________
[Title] [Name]
11
<PAGE> 2
APPENDIX A
TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION
1. Vesting Schedule. As of the date of this Agreement, this option is
scheduled to become exercisable as to the number of shares, and on the dates
shown, on the attached Non-Qualified Stock Option Agreement. However, the
Committee, in its sole discretion, may lengthen or shorten the preceding vesting
schedule if the Committee determines that the Consultant's position, or
responsibilities have changed significantly. No change in the vesting schedule
will (a) affect any shares which previously became exercisable, or (b) reduce
the maximum number of shares subject to this option. On any scheduled vesting
date, vesting actually will occur only if the Consultant is engaged by the
Company or an Affiliate on such date.
2. Termination of Option. In the event of the Consultant's termination
of service ("Termination of Service") for any reason other than Disability or
death, the Consultant may, within fifteen (15) days after the date of the
Termination, or prior to the Expiration Date, whichever shall first occur,
exercise any vested but unexercised portion of this option. In the event of the
Consultant's Termination of Service due to Disability, the Consultant may,
within sixty (60) days after the date of such Termination, or prior to the
Expiration Date, whichever shall first occur, exercise any vested but
unexercised portion of the option.
3. Death of Consultant. In the event that the Consultant dies while a
consultant of the Company or an Affiliate or during the fifteen (15) day or
sixty (60) day periods referred to in Paragraph 2 above, the Consultant's
designated beneficiary or beneficiaries, or if either no beneficiary survives
the Consultant or beneficiary designations are not permitted under the Plan, the
administrator or executor of the Consultant's estate, may, within sixty (60)
days after the date of death, or prior to the Expiration Date, whichever shall
first occur, exercise any vested but unexercised portion of this option. Any
such transferee must furnish the Company (a) evidence satisfactory to the
Company to establish the validity of the transfer of the option, and (b) written
acceptance of the terms and conditions of this option as set forth in this
Agreement.
4. No Effect on Service. The Consultant's service with the Company and
its Affiliates is on an at-will basis only, subject to the provisions of local
law. Accordingly, the terms of the Consultant's service with the Company and its
Affiliates shall be determined from time to time by the Company or the Affiliate
engaging the services of the Consultant (as the case may be), and the Company or
the Affiliate shall have the right, which is hereby expressly reserved, to
terminate or change the terms of the service of the Consultant at any time for
any reason whatsoever, with or without good cause (subject to the provisions of
local law).
5. Address for Notices. Any notice to be given to the Company under the
terms of this Agreement shall be addressed to the Company, in care of Stock
Administration, at Applied Materials, Inc., P.O. Box 58039, Santa Clara, CA
95052, or at such other address as the Company may hereafter designate in
writing.
6. Option is Not Transferable. Except as provided in Paragraph 3 above,
this option and the rights and privileges conferred hereby shall not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to sale under execution,
attachment or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this option, or of any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this option and the rights and privileges conferred hereby
immediately shall become null and void.
7. Conditions to Exercise. The exercise price for this option must be
paid in the legal tender of the United States or, in the Committee's discretion,
in shares of the Company's common stock. No partial exercise of this option may
be made for fewer than ten (10) shares. Exercise of this option will not be
permitted until satisfactory arrangements have been made for the payment of the
appropriate amount of withholding taxes (as determined by the Company). If the
Consultant receives a hardship withdrawal from the Consultant's account (if any)
under the Company's Employee Savings and Retirement Plan (the "401(k) Plan"),
this option may not be exercised during the twelve (12) month period following
the hardship withdrawal (unless the administrator of the 401(k) Plan determines
that such prohibition is not necessary for the continued tax qualification of
the 401(k) Plan).
8. Plan Governs. This Agreement is subject to all terms and provisions
of the Plan. In the event of a conflict between one or more provisions of this
Agreement and one or more provisions of the Plan, the provisions of the Plan
shall govern. Terms used and not defined in this Agreement shall have the
meaning set forth in the Plan. This option is not an incentive stock option as
defined in Section 422 of the Internal Revenue Code.
9. Binding Agreement. Subject to the limitation on the transferability
of the option contained herein, this Agreement shall be binding upon and inure
to the benefit of the heirs, legatees, legal representatives, successors and
assigns of the parties hereto.
10. Committee Authority. The Committee shall have the power to interpret
the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules. All actions taken and all interpretations
and determinations made by the Committee in good faith shall be final and
binding upon the Consultant, the Company and all other interested persons. The
Committee shall not be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Agreement.
11. Captions. Captions provided herein are for convenience only and are
not to serve as a basis for interpretation or construction of this Agreement.
12. Agreement Severable. In the event that any provision in this
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed
to have any effect on, the remaining provisions of this Agreement.
13. Modifications to the Agreement. This Agreement constitutes the
entire understanding of the parties on the subjects covered. The Consultant
expressly warrants that he or she is not accepting this Agreement in reliance on
any promises, representations, or inducements other than those contained herein.
Modifications to this Agreement or the Plan can be made only in an express
written contract executed by a duly authorized officer of the Company.
14. Amendment, Suspension, Termination. By accepting this option, the
Consultant expressly warrants that he or she has received an option to purchase
stock under the Plan, and has received, read and understood a description of the
Plan. The Consultant understands that the Company has reserved the right to
amend or terminate the Plan at any time, and that the grant of an option in one
year or at one time does not in any way obligate the Company or any Affiliate
thereof to make a grant in any future year or in any given amount. The
Consultant acknowledges and understands that the Plan is wholly discretionary in
nature and income received as a result of exercising an option under the Plan
shall not be considered part of the Consultant's normal or expected compensation
subject to severance, resignation, redundancy or similar pay.
15. Disclosure of Consultant Information. By accepting this option, the
Consultant authorizes and directs the Company or any Affiliate of the Company to
disclose to the Company or any of its Affiliates such information regarding the
Consultant's service, the nature and amount of the Consultant's compensation and
the fact and conditions of the Consultant's participation in the Plan as the
Company or the Affiliate deems necessary to facilitate the administration of the
Plan.
12
<PAGE> 1
EXHIBIT 5.1
January 20, 1999
Applied Materials, Inc.
3050 Bowers Avenue
Santa Clara, California 95054
Re: Registration Statement on Form S-8/
Applied Materials, Inc. 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 18,000,000 additional shares of common
stock, $0.01 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
18,000,000 additional 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 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,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
<PAGE> 1
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 17, 1998, except as to Note
14, which is dated as of December 23, 1998, which appears on page 66 of the 1998
Annual Report to Stockholders 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 25, 1998. We also consent to the incorporation by reference
of our report on the Financial Statement Schedule, which appears on page 19 of
such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
January 20, 1999
14
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY OF DIRECTORS
KNOW BY ALL PERSONS BY THESE PRESENTS:
Each of the undersigned directors of Applied Materials, Inc., a Delaware
corporation (the "Company"), hereby constitutes and appoints James C. Morgan,
Joseph R. Bronson and Michael K. O'Farrell and each of them with power to act
alone, his or her true and lawful attorney-in-fact, 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 execute a Registration Statement or
Registration Statements on Form S-8 or other appropriate form, under the
Securities Act of 1933, as amended, relating to up to 18,000,000 shares of
Common Stock issuable under the Applied Materials, Inc. 1995 Equity Incentive
Plan and any and all amendments (including post-effective amendments) to such
Registration Statements, and to file such Registration Statements and any and
all amendments thereto, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing necessary or desirable to be done in and about the premises, as fully
to all intents and purposes, as he or she might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of
December, 1998.
/s/ Michael H. Armacost /s/ James C. Morgan
- ---------------------------------- -----------------------------------------
Michael H. Armacost James C. Morgan
/s/ Deborah A. Coleman /s/ Dan Maydan
- ---------------------------------- -----------------------------------------
Deborah A. Coleman Dan Maydan
/s/ Herbert M. Dwight, Jr. /s/ Alfred J. Stein
- ---------------------------------- -----------------------------------------
Herbert M. Dwight, Jr. Alfred J. Stein
/s/ Philip V. Gerdine /s/ Paul R. Low
- ---------------------------------- -----------------------------------------
Philip V. Gerdine Paul R. Low
/s/ Tsuyoshi Kawanishi
- ----------------------------------
Tsuyoshi Kawanishi
