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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.
EXECUTIVE DEFERRED COMPENSATION 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 Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per share Price* Fee*
- --------------------- ------------------ ------------------ -------------------- ----------------
<S> <C> <C> <C> <C>
Deferred
Compensation
Obligations** $20,000,000.00 100% $20,000,000.00 $5,560.00
=================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee.
** The Obligations are unsecured obligations of Applied Materials, Inc. to
pay deferred compensation in the future in accordance with the terms of
the Applied Materials, Inc. Executive Deferred Compensation Plan.
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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) 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
The securities being registered represent obligations (the "Obligations") of the
Registrant to pay deferred compensation in the future in accordance with the
terms of the Applied Materials, Inc. Executive Deferred Compensation Plan (the
"Plan"), which is filed as Exhibit 4.1 to this Registration Statement.
The Obligations are general unsecured obligations of the Registrant to pay
deferred compensation in the future according to the Plan from the general
assets of the Company, and rank equally with other unsecured and unsubordinated
indebtedness of the Registrant.
The amount of compensation to be deferred by each participant is determined in
accordance with the Plan based on elections by the participant. Amounts credited
to a participant's account are credited at the end of each pay period with
deemed interest equal to 1/26th of (a) the yield-to-maturity of five-year U.S.
Treasury Notes as of the first business day of the December immediately
preceding the Plan year, plus (b) 1.50%. The Obligations are payable upon
termination of employment or on a date selected by the participant in accordance
with the terms of the Plan, subject to limited exceptions for severe financial
hardship, death, disability or a change of control. The Obligations are payable
in the form of a lump-sum distribution or in installments, at the election of
the participant made in accordance with the terms of the Plan.
Participants or beneficiaries may not sell, transfer, anticipate, assign,
hypothecate or otherwise dispose of any right or interest in the Plan. A
participant may designate one or more beneficiaries to receive any portion of
Obligations payable in the event of death.
In the event of a severe financial hardship, the Registrant may accelerate and
pay all or a part of a participant's Obligations or suspend a participant's
deferral election prospectively. The Registrant also reserves the right to amend
or terminate the Plan at any time and for any reason, including an amendment
that would accelerate the payment of Obligations.
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The Obligations are not convertible into any other security of the Registrant.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Registrant. No trustee has
been appointed to take action with respect to the Obligations and each
participant in the Plan will be responsible for enforcing his or her own rights
with respect to the Obligations.
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. Executive Deferred Compensation Plan, as amended
(incorporated by reference to Exhibit 10.24 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30,
1995, Commission File No. 0-6920 and Exhibit 10.1 and Exhibit 10.2 to
the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 26, 1998, Commission File No. 0-6920).
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:
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(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 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 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.
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Signature Title Date
<S> <C> <C>
Principal Executive Officer:
/s/ James C. Morgan Chairman of the Board and January 27, 1999
- --------------------------------------- Chief Executive Officer
James C. Morgan
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>
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<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.
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EXHIBIT INDEX
4.1 Applied Materials, Inc. Executive Deferred Compensation Plan, as amended
(incorporated by reference to Exhibit 10.24 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30,
1995, Commission File No. 0-6920 and Exhibit 10.1 and Exhibit 10.2 to
the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 26, 1998, Commission File No. 0-6920).
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.
24.1 Power of Attorney of Directors.
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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. Executive Deferred Compensation Plan
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with
the proposed issuance pursuant to the Applied Materials, Inc. Executive Deferred
Compensation Plan (the "Plan") of up to $20,000,000 in aggregate amount of
deferred compensation obligations (the "Obligations") of Applied Materials, Inc.
(the "Company"). The Obligations are unsecured obligations of the Company to pay
deferred compensation in the future in accordance with the terms of the Plan.
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
$20,000,000 of Obligations to be issued by the Company pursuant to the Plan are
binding obligations of the Company and, when issued and paid for in accordance
with 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
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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 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
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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 $20 million general unsecured
obligations of the Company to pay deferred compensation in accordance with the
Company's Executive Deferred Compensation 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
