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As filed with the Securities and Exchange Commission on December 22, 2000
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.
2000 GLOBAL EQUITY INCENTIVE 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, Esq.
Wilson Sonsini Goodrich & Rosati, PC
650 Page Mill Road
Palo Alto, California 94304
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
Proposed
Maximum Proposed Maximum Amount of
Title of Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered* Per Share** Offering Price** Fee**
---------------------- ------------ -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock*** and 53,500,000 $37.15625 $1,987,859,375.00 $524,795.00
Options to Purchase shares
Common Stock
==============================================================================================
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================================================================================
* This Registration Statement shall also cover any additional shares of
the Registrant's Common Stock that become issuable under the Applied
Materials, Inc. 2000 Global Equity Incentive Plan described herein by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the Registrant's receipt of
consideration that results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
** Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, on the basis
of $37.15625 per share, the average of the high and low prices per share
of the Common Stock on December 21, 2000, as reported by Nasdaq.
*** Includes associated rights (the "Rights") to purchase preferred or
common stock. Until the occurrence of certain prescribed events, none of
which has occurred, the Rights are not exercisable.
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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 pursuant to Section 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. In addition, the
Registrant has entered into indemnification agreements with its directors and
certain of its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 Applied Materials, Inc. 2000 Global Equity Incentive Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Independent Accountants.
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23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation is
included in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Officers.
24.2 Power of Attorney of Directors.
99.1 Language re: Israel Exemption.
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
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
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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 Securities
Act of 1933 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 21st day of
December, 2000.
APPLIED MATERIALS, INC.
(Registrant)
/s/ Joseph J. Sweeney
------------------------------------
Joseph J. Sweeney
Group Vice President, Legal Affairs
and Intellectual Property
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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<CAPTION>
Signature Title Date
<S> <C> <C>
Principal Executive Officer:
* Chairman of the Board and December 21, 2000
------------------------------------ Chief Executive Officer
James C. Morgan
Principal Financial Officer:
* Executive Vice President, December 21, 2000
------------------------------------ Office of the President,
Joseph R. Bronson and Chief Financial Officer
Principal Accounting Officer:
* Deputy Chief Financial December 21, 2000
------------------------------------ Officer and Corporate
Nancy H. Handel Controller
</TABLE>
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<TABLE>
Directors:
<S> <C> <C>
* Chairman of the Board December 21, 2000
------------------------------------ and Director
James C. Morgan
* Director December 21, 2000
------------------------------------
Michael H. Armacost
Director December __, 2000
------------------------------------
Deborah A. Coleman
* Director December 21, 2000
------------------------------------
Herbert M. Dwight, Jr.
* Director December 21, 2000
------------------------------------
Philip V. Gerdine
* Director December 21, 2000
------------------------------------
Tsuyoshi Kawanishi
* Director December 21, 2000
------------------------------------
Paul R. Low
* Director December 21, 2000
------------------------------------
Dan Maydan
Director December __, 2000
------------------------------------
Steven L. Miller
* Director December 21, 2000
------------------------------------
Stan Shih
</TABLE>
A majority of the members of the Board of Directors.
* By /s/ Joseph J. Sweeney
-------------------------------
Joseph J. Sweeney
Attorney-in-Fact
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EXHIBIT INDEX
4.1 Applied Materials, Inc. 2000 Global Equity Incentive Plan.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation is
included in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Officers.
24.2 Power of Attorney of Directors.
99.1 Language re: Israel Exemption.
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