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Filed Pursuant to Rule 424(c)
File Number 333-44743
PROSPECTUS SUPPLEMENT
to
Prospectus Dated March 9, 1998
2,022,570 SHARES
CONSILIUM, INC.
COMMON STOCK
($0.01 PAR VALUE PER SHARE)
This Prospectus Supplement supplements the Prospectus dated March 9,
1998 (the "Prospectus") of Consilium, Inc. (the "Company") relating to the
public offering and sale by certain stockholders of the Company (the "Selling
Stockholders"). This Prospectus Supplement should be read in conjunction with
the Prospectus, and this Prospectus Supplement is qualified in its entirety by
reference to the Prospectus except to the extent that the information herein
contained modifies or supersedes the information contained in the Prospectus.
Capitalized terms used in this Prospectus Supplement and not otherwise defined
herein shall have the meaning specified in the Prospectus.
On October 12, 1998, the Company announced that it had reached a
definitive agreement for Applied Materials to acquire the Company in a
stock-for-stock merger. Each share of the Company's stock will be exchanged for
between 0.182 and 0.165 of a share of Applied Materials' common stock, with the
actual ratio being based upon Applied Materials' average stock closing price
during a specified period prior to the meeting of the Company's stockholders to
vote on the merger. The acquisition, which will be accounted for as a
pooling-of-interests, is subject to, among other things, regulatory approval and
approval of the stockholders of the Company. Certain stockholders of the Company
have already entered into voting agreements in support of the merger.
As of June 30, 1998, the Company had $3,051,000 outstanding under the
Line of Credit Agreement dated April 1, 1997 with its existing bank. On July 24,
1998, the Company entered into a new banking arrangement and paid off all
amounts due under the above mentioned Line of Credit Agreement. Under this new
facility with Venture Banking Group, the Company can borrow up to $6,500,000,
including a $2,750,000 three year term loan (the "Term Loan Agreement"), and an
additional line of credit (the "Revolving Facility Agreement") of up to
$3,750,000 based on eligible accounts receivable. The Term Loan Agreement is
secured by substantially all of the Company's assets, bears interest at 1.0%
above the prime rate per annum (9.5% at September 30, 1998) and expires on July
24, 2001. The Revolving Facility Agreement is secured by substantially all of
the Company's assets, bears interest at 0.5% above the prime rate per annum
(9.0% at September 30, 1998) and expires on July 24, 1999. At September 30,
1998, $2,750,000 was outstanding under the Term Loan Agreement and no borrowings
were outstanding under the Revolving Facility Agreement. The Term Loan and
Revolving Facility Agreements require the Company to maintain certain financial
covenants. The Company is in compliance with all financial covenants.
The date of this Prospectus Supplement is October 13, 1998.
