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Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6)
[_] Definitive Proxy Statement
[x] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
APPLIED MATERIALS, INC.
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(Name of Registrant as Specified In Its Charter)
Enter Company Name Here
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
TEXT OF LETTER EMPLOYEE STOCKHOLDERS
WITH ELECTRONIC DELIVERY INFORMATION
TEXT OF E-MAIL MESSAGE TO EMPLOYEES
TEXT OF DOWNLOADING/TELEPHONE AND ELECTRONIC VOTING INSTRUCTIONS ON APPLIED
MATERIALS' INTERNET SITE (http://www.appliedmaterials.com)
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APPLIED MATERIALS
James C. Morgan
CHAIRMAN
CHIEF EXECUTIVE OFFICER
[APPLIED MATERIALS]
February 18, 2000
Dear Applied Materials Stockholder:
I am pleased to invite you to attend Applied Materials' 2000 Annual Meeting of
Stockholders which will be held at The Tech Museum of Innovation, 201 South
Market Street, San Jose, California on Tuesday, March 21, 2000 at 2:00 p.m. At
the meeting, you will be asked to elect ten directors and to vote on proposals
to amend the Company's Certificate of Incorporation to increase the number of
shares of authorized common stock from 1,100,000,000 to 2,500,000,000; to
approve an increase of 19,100,000 shares in the number of shares authorized for
issuance under Applied's 1995 Equity Incentive Plan (which I refer to as the
"1995 Plan"); and to approve the amended and restated Senior Executive Bonus
Plan, as required by federal tax laws.
As we have just announced, the Board of Directors has declared a 100% stock
dividend to effect a two-for-one stock split to stockholders of record on
February 25, 2000, payable on or about March 15, 2000. We are pleased that the
Board has approved this dividend and hope that you are as well.
This dividend distribution does not increase or otherwise affect the number of
shares of common stock (1,100,000,000) the Company is currently authorized to
issue under its Certificate of Incorporation. Instead, this dividend
distribution will significantly reduce the Company's pool of authorized but
unissued shares of common stock. Accordingly, we are asking you to approve an
amendment to the Certificate of Incorporation to increase by 1,400,000,000 the
number of shares of authorized common stock. This proposed increase would give
the Board the flexibility to issue stock in the future for important purposes,
such as additional stock dividends, public offerings, acquisitions or other
corporate purposes. If the proposed amendment is approved, the resulting number
of authorized, unissued and unreserved shares would permit the Board to declare
an additional 100% stock dividend without the necessity of another amendment to
the Company's Certificate of Incorporation. Although we have no current plans
to declare another dividend, the Board believes having the flexibility to do so
is in the best interests of both the Company and its stockholders.
We are asking you to approve an amendment to the Company's 1995 Plan because we
strongly believe that stock option grants are essential to the success of the
Company. We have effectively used stock options to attract, retain and motivate
people whose skills and performance are critical to the Company's success. As
the Company grows, we will need to retain and motivate current employees, and
attract and motivate new employees. As a result, we need more options in order
to continue our success.
The need to reapprove our performance-based bonus plan, the Senior Executive
Bonus Plan, arises because of federal tax laws. These laws require stockholder
approval at least once every five years for incentive compensation under this
plan to remain tax-deductible to the Company.
The Company's 2000 Proxy Statement and 1999 Annual Report are available to you
electronically. You may view and/or print these documents by visiting the
Company's Internet site at: www.appliedmaterials.com. If you prefer to receive
hard copies, please contact Investor Relations toll-free at 1-800-882-0373.
I urge you to carefully read our proxy statement. We hope you like its new
"plain English" format.
I urge you to vote FOR the director nominees, FOR the proposal to authorize
additional shares under the Company's Certificate of Incorporation, FOR the
proposal to authorize additional shares for the 1995 Plan and FOR the amended
and restated Senior Executive Bonus Plan.
Whether or not you plan to attend the meeting, please complete, date, sign and
return the enclosed proxy card as promptly as possible in the accompanying
reply envelope. You may also submit your proxy over the Internet or by
telephone. For specific instructions, please refer to the enclosed proxy card.
I hope to see you at the March 21, 2000 meeting.
Sincerely,
/s/ James C. Morgan
James C. Morgan
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<C> <S>
3050 Bowers Avenue Mailing Address:
Santa Clara, California 95054 Applied
Materials, Inc.
Phone: (408) 727-5555 P.O. Box 58039
FAX: (408) 496-6421 Santa Clara,
California 95052
Telex: 34-6332
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[Letterhead of Applied Materials]
TO: All Employees DATE: February 18, 2000
FROM: Jim Morgan
SUBJECT: 2000 Proxy Statement and 1999 Annual Report
I am pleased to announce that in connection with our March 21, 2000 Annual
Meeting, the Company's 2000 Proxy Statement and 1999 Annual Report are now
available to you electronically. You may view and/or print these documents by
visiting the Company's Web site at the following address:
http://appliedmaterials.com/financial/annuals_proxy.html.
If you are an Applied Materials stockholder, a proxy card and instructions on
how to vote by mail, by telephone, or on the Internet will be sent to you on or
around February 18, 2000. Please note that if you vote over the Internet, there
may be nominal costs associated with electronic access, such as usage charges
from telephone companies and Internet access providers. I urge you to carefully
read the Company's 2000 Proxy Statement. It contains important information
concerning the proposals on which you are being asked to vote and information
you may find useful in determining how to vote.
If you prefer to receive hard copies of the Company's 2000 Proxy Statement or
1999 Annual Report, please contact John Nunziati in our Investor Relations
Department in Santa Clara at ext. 62762.
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Applied Materials 1999 Annual Report and 2000 Proxy Statement
Welcome Applied Materials Stockholder:
This site contains Applied Materials 1999 Annual Report and 2000 Proxy
Statement.
Stockholders, who in the past have consented to electronic delivery, and all of
our employee stockholders, have been given the opportunity to receive the Proxy
Statement and our 1999 Annual Report via the Internet instead of receiving
printed versions. Thank you for choosing this convenient way to view our Proxy
Statement and Annual Report.
1999 Annual Report
Click here for the HTML version.
Click here for the PDF version.
2000 Proxy Statement
Click here for the HTML version.
Click here for the PDF version.
About the HTML version
The HTML (Hyper Text Markup Language) version of the 1999 Annual Report and 2000
Proxy Statement can be viewed on any computer. However, the HTML version may not
preserve the look and feel of the original documents.
About the PDF version
The PDF (Portable Document Format) version of the 1999 Annual Report and 2000
Proxy Statement will preserve the look and feel of the original document,
including the colors, images and formatting. You will need Adobe(R) Acrobat(R)
Reader on your computer to download the PDF version to your hard drive and print
it. If you don't have it -- or aren't sure -- get the free Acrobat Reader by
following the instructions below.
Download Adobe Acrobat Reader Software free of charge from the Adobe Web site.
Complete and detailed instructions are provided there.
Request a hard copy
If you have difficulty in printing or would otherwise like a copy of the printed
version of the 2000 Proxy Statement or 1999 Annual Report, visit our Investor
Relations Web site and order it online or call our Investor Relations department
at 1-800-882-0373. You can also call Harris Trust and Savings Bank toll-free at
1-877-388-5186 (within the U.S. and Canada). Other literature is also
available, including previous annual reports, 10-Ks and 10-Qs.
Methods of Voting
Applied Materials stockholders holding shares with a broker or bank may vote by
mail, via the Internet or by telephone through services provided by ADP Investor
Communication Services. For Internet and telephone voting instructions, please
click here or refer to the information included with your proxy card.
Applied Materials employee stockholders holding shares in Applied Materials
Employee Savings and Retirement Plan (a "401(k)" plan) or Applied Materials
Employees' Stock Purchase Plan, may vote by mail, via the Internet or by
telephone. For Internet and telephone voting instructions, please click here or
refer to the information included with your proxy card.
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Voting on the Internet or by Telephone
The Internet and telephone voting procedures are designed to authenticate your
identity through the use of a control number that is provided on each proxy
card. The procedures also allow you to provide voting instructions and to
confirm that your instructions have been properly recorded. If you decide to
vote your shares on the Internet, you should be aware that there may be nominal
costs associated with electronic access, such as usage charges from telephone
companies and Internet access providers.
Votes submitted on the Internet or by telephone must be received by 12:00
midnight, Pacific Standard time, on March 16, 2000. Submitting your proxy on the
Internet or by telephone will not affect your right to vote in person if you
decide to attend the meeting.
The section below provides instructions to vote your shares on the Internet or
by telephone.
Voting on the Internet
Applied Materials Employee Stockholders. If you are an Applied Materials
employee stockholder holding shares in Applied Materials Employee Savings and
Retirement Plan (a "401(k)" plan) or Applied Materials Employees' Stock Purchase
Plan, you may vote those shares on the Internet at: www.harrisbank.com/wproxy.
Applied Materials Stockholders. If you hold Applied Materials stock in a
brokerage firm or bank that is participating in an Internet voting program
provided by ADP Investor Communication Services, you may vote those shares on
the Internet at: www.proxyvote.com.
Voting by Telephone
Applied Materials Employee Stockholders. If you are an Applied Materials
employee stockholder holding shares in Applied Materials Employee Savings and
Retirement Plan (a "401(k)" plan) or Applied Materials Employees' Stock Purchase
Plan, you may vote those shares by telephone by calling Harris Bank at: 1-888-
698-8085. This telephone call is toll-free within the United States and Canada
only.
Applied Materials Stockholders. If you hold Applied Materials stock in a
brokerage firm or bank, each brokerage firm or bank provides a separate
telephone number for voting. The voting instructions you received with your
proxy card will identify the appropriate telephone number to call to vote your
shares.
