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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
March 29, 2000
____________________
Date of Report (Date of earliest event reported)
APPLIED MATERIALS, INC.
____________________
(Exact name of registrant as specified in its charter)
Delaware 0-6920 94-1655526
_______________ _______________ __________________
(State or other (Commission (I.R.S. Employer
jurisdiction of File number) Identification No.)
incorporation)
3050 Bowers Avenue
Santa Clara, CA 95054
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(Address of principal executive offices)
(408) 727-5555
____________________
(Registrant's telephone number, including area code)
Not applicable
____________________
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On March 29, 2000, Applied Materials, Inc. ("Applied Materials") completed
its acquisition of Etec Systems, Inc. ("Etec") in a stock-for-stock transaction.
Pursuant to an Agreement and Plan of Reorganization (the "Merger Agreement"),
dated as of January 12, 2000, by and among Applied Materials, Etec and Boston
Acquisition Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of Applied
Materials, Merger Sub was merged with and into Etec ("the Merger"), with Etec
being the surviving corporation. As a result of the Merger, Etec became a
wholly-owned subsidiary of Applied Materials. In connection with the Merger: (a)
each outstanding share of Etec common stock will be exchanged for 1.298 shares
of Applied Materials common stock (or 0.649 of a share of Applied Materials
common stock on a pre-stock dividend basis), resulting in the issuance of
32,908,578 shares of Applied Materials common stock for all outstanding shares
of Etec common stock, and (b) all options to purchase shares of Etec common
stock outstanding immediately prior to the consummation of the Merger were
converted into options to purchase shares of Applied Materials common stock. The
description contained in this Item 2 of the transactions consummated pursuant to
the terms and conditions of the Merger Agreement is qualified in its entirety by
reference to the full text of the Merger Agreement, a copy of which is attached
to this Report as Exhibit 2.1.
The Merger is intended to qualify as a tax-free reorganization under the
Internal Revenue Code of 1986, as amended, and is expected to be accounted for
as a "pooling-of-interests." A copy of the press release announcing the
consummation of the Merger is attached hereto as Exhibit 99.1.
Etec is a leader in patterning solutions for the semiconductor and
electronics industries. Etec designs, develops, manufactures and markets
electron and laser beam systems that produce high-precision masks, which are
used to print circuit patterns onto semiconductor wafers.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
The following Exhibits are filed as part of this report:
Exhibit Description
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2.1 Agreement and Plan of Reorganization, dated as of
January 12, 2000, by and among Applied Materials,
Inc., Boston Acquisition Sub, Inc. and Etec Systems,
Inc. (incorporated herein by reference to Exhibit
2.1 to Applied Materials, Inc.'s Registration
Statement on Form S-4 (No. 333-96427) filed
February 8, 2000, as amended).
99.1 Press Release of Applied Materials, Inc. dated
March 29, 2000.
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SIGNATURE
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.
APPLIED MATERIALS, INC.
Dated: April 10, 2000 By: /s/ JOSEPH J. SWEENEY
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Joseph J. Sweeney
Group Vice President
Legal Affairs and Intellectual Property
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Reorganization, dated as of January 12, 2000, by
and among Applied Materials, Inc., Boston Acquisition Sub, Inc. and
Etec Systems, Inc. (incorporated herein by reference to Exhibit 2.1 to
Applied Materials, Inc.'s Registration Statement on Form S-4 (No. 333-
96427) filed February 8, 2000, as amended).
99.1 Press Release of Applied Materials, Inc. dated March 29, 2000.
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EXHIBIT 99.1
APPLIED MATERIALS COMPLETES ACQUISITION OF ETEC SYSTEMS
Applied Materials Enters the Maskmaking Equipment Market
SANTA CLARA, Calif., March 29, 2000--Applied Materials, Inc. announced today
that it has completed the acquisition of Etec Systems, Inc., in a stock-for-
stock merger. The acquisition combines the strengths of Etec as the leading
manufacturer of mask pattern generation solutions for the semiconductor and
electronics industries, and Applied Materials, the world's largest semiconductor
equipment company.
Under the terms of the acquisition, originally announced on January 12, 2000,
each share of Etec Systems, Inc. was exchanged for 1.298 (or 0.649 pre-split)
shares of Applied Materials' common stock. Applied Materials issued
approximately 29 million shares of its common stock to complete the transaction.
This acquisition will be accounted for as a pooling of interests.
"We are pleased that we can now bring the combined capabilities of Applied
Materials and Etec Systems to our customers throughout the world," said James
C. Morgan, chairman and chief executive officer of Applied Materials. "This
acquisition underscores Applied Materials' commitment to help customers address
the technical requirements presented by the move to increasingly smaller line-
widths. Our joint efforts should enable us to continue the critical advancement
of semiconductor mask pattern generation technology while realizing new market
opportunities from products developed by our etch and metrology and inspection
business units."
This acquisition brings a well-positioned and excellent product portfolio to
Applied Materials. As production of 180-nanometer devices and development of
130-nanometer devices increase, demand for maskmaking equipment and masks that
enable subwavelength lithography is expected to grow.
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, risks relating to the
performance and successful integration of the acquired businesses and to the
future size of the market for mask pattern generation equipment. The Company
assumes no obligation to update the information in this press release.
Applied Materials is a Fortune 500 global growth 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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Contact:
Applied Materials
Jeffrey Lettes, 408/563-5161 (editorial/media)
Carolyn Schwartz, 408/748-5227 (investment community)
