<PAGE>
As filed with the Securities and Exchange Commission on April 21, 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
of incorporation or organization) identification number)
3050 Bowers Avenue, Santa Clara, California 95054
(Address of principal executive offices) (Zip Code)
APPLIED MATERIALS, INC.
1995 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
Wilson Sonsini Goodrich & Rosati, PC
650 Page Mill Road
Palo Alto, California 94304
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed Proposed Maximum
Title of Securities to be Amount to be Maximum Offering Aggregate Offering Amount of
Registered Registered* Price Per Share** Price** Registration Fee**
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 Equity Incentive Plan 38,200,000 shares $83.16 $3,176,712,000 $838,651.97
Common Stock*** and
Options to Purchase
Common Stock
</TABLE>
<PAGE>
================================================================================
* This Registration Statement shall also cover any additional shares of
Registrant's Common Stock that become issuable under the Applied Materials,
Inc. 1995 Equity Incentive Plan 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 on the
basis of $83.16 per share, the average of the high and low prices for the
Common Stock on April 14, 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.
================================================================================
2
<PAGE>
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. 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. 1995 Equity Incentive Plan, as amended
(incorporated by reference from the Registrant's Preliminary Proxy
Statement, Commission file No. 0-06920, filed on February 4, 2000).
3
<PAGE>
4.2 Form of Nonqualified Stock Option Agreement for Employees (incorporated by
reference from Exhibit 10.5 of the Registrant's report on Form 10-Q,
Commission File No. 0-06920, filed on June 15, 1999).
4.3 Form of Nonqualified Stock Option Agreement for Consultants (incorporated
by reference from Exhibit 4.3 of the Registrant's Registration Statement on
Form S-8, Commission file No. 333-71245, filed on January 27, 1999).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, PC.
23.1 Consent of Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, PC 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.
4
<PAGE>
(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.
5
<PAGE>
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
April, 2000.
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.
Signature Title Date
Principal Executive Officer:
/s/ James C. Morgan
______________________________ Chairman of the Board and April 21, 2000
James C. Morgan Chief Executive Officer
Principal Financial Officer:
/s/ Joseph R. Bronson
______________________________ Senior Vice President, April 21, 2000
Joseph R. Bronson Office of the President,
Chief Financial Officer and
Chief Administrative
Officer
Principal Accounting Officer:
/s/ Patrick Crom
______________________________ Vice President, Global April 21, 2000
Patrick Crom Controller, Chief
Accounting Officer and
Assistant Secretary
6
<PAGE>
Directors:
* Director March 22, 2000
_____________________________
James C. Morgan
* Director March 22, 2000
_____________________________
Michael H. Armacost
* Director March 22, 2000
_____________________________
Deborah A. Coleman
* Director March 22, 2000
_____________________________
Herbert M. Dwight, Jr.
* Director March 22, 2000
_____________________________
Philip V. Gerdine
* Director March 22, 2000
_____________________________
Tsuyoshi Kawanishi
* Director March 22, 2000
_____________________________
Paul R. Low
* Director March 22, 2000
_____________________________
Steven L. Miller
* Director March 22, 2000
_____________________________
Stan Shih
*By /s/ James C. Morgan
--------------------------
James C. Morgan
Attorney-in-Fact
A majority of the members of the Board of Directors.
7
<PAGE>
EXHIBIT INDEX
4.1 Applied Materials, Inc. 1995 Equity Incentive Plan, as amended
(incorporated by reference from the Registrant's Preliminary Proxy
Statement, Commission file No. 0-06920, filed on February 4, 2000).
4.2 Form of Nonqualified Stock Option Agreement for Employees (incorporated by
reference from Exhibit 10.5 of the Registrant's report on Form 10-Q,
Commission File No. 0-06920, filed on June 15, 1999).
4.3 Form of Nonqualified Stock Option Agreement for Consultants (incorporated
by reference from Exhibit 4.3 of the Registrant's Registration Statement on
Form S-8, Commission file No. 333-71245, filed on January 27, 1999).
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, PC.
23.1 Consent of Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, PC is included in Exhibit 5.1
to this Registration Statement.
24.1 Power of Attorney of Directors.
8
<PAGE>
EXHIBIT 5.1
April 21, 2000
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 of an aggregate of 38,200,000 shares of common stock (the
"Common Stock") of Applied Materials, Inc., a Delaware corporation (the
"Company") and related options under the Applied Materials, Inc. 1995 Equity
Incentive Plan (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 38,200,000
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/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI, PC
<PAGE>
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, 1999 relating to the
financial statements, which appears in the 1999 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 31,
1999. We also consent to the incorporation by reference of our report dated
November 17, 1999 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
San Jose, California
April 18, 2000
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY OF DIRECTORS
KNOW 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 Joseph J. Sweeney 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 38,200,000 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 22nd day of March,
2000.
/s/ Michael H. Armacost March 22, 2000
- ------------------------------------
Michael H. Armacost
/s/ Deborah A. Coleman March 22, 2000
- ------------------------------------
Deborah A. Coleman
/s/ Herbert M. Dwight, Jr. March 22, 2000
- ------------------------------------
Herbert M. Dwight, Jr.
/s/ Philip V. Gerdine March 22, 2000
- ------------------------------------
Philip V. Gerdine
/s/ Tsuyoshi Kawanishi March 22, 2000
- ------------------------------------
Tsuyoshi Kawanishi
/s/ Paul R. Low March 22, 2000
- ------------------------------------
Paul R. Low
____________________________________
Dan Maydan
/s/ Steven L. Miller March 22, 2000
- ------------------------------------
Steven L. Miller
<PAGE>
/s/ James C. Morgan March 22, 2000
- ------------------------------------
James C. Morgan
/s/ Stan Shih March 22, 2000
- ------------------------------------
Stan Shih
