1 As Filed With The Securities And Exchange Commission on November 15, 1995 Registration No. 33- 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) 1995 EQUITY INCENTIVE PLAN (Full title of the plan) James C. Morgan 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) 748-5555 Copy to: John E. Aguirre, Esq. Orrick, Herrington & Sutcliffe 400 Sansome Street San Francisco, California 94111 CALCULATION OF REGISTRATION FEE * Estimated solely for the purpose of calculating the registration fee on the basis of $47.1875 per share, the average of the high and low prices for the Common Stock on November 14, 1995, as reported by NASDAQ.
======================================================================================== Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered Per Share* Price* Fee* - ---------- ---------- ---------- --------- ------------ Common Stock 8,800,000 shares $47.1875 $415,250,000.00 $83,050.00 ======================================================================================== 2 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) Applied Materials, Inc.'s (the "Company") latest annual report 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 Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Company's latest annual report; and (iii) the description of the Company's common stock set forth in the Company'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 Company 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 and Bylaws provide for indemnification of the Registrant's directors, officers, employees and other agents to the maximum extent permitted by the Delaware Law. In addition, the Registrant has entered into indemnification agreements with its officers and directors. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Inapplicable. 2 3 ITEM 8. EXHIBITS 4.1 The Applied Materials, Inc. 1995 Equity Incentive Plan (incorporated by reference to Exhibit 10.22 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1995, Commission File No. 1-2964). 5.1 Opinion of Orrick, Herrington & Sutcliffe. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1. 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 3 4 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 the 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. 4 5 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 14th day of November, 1995. 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 dated indicated. 5
Signature Title Date Principal Executive Officer: /s/ James C. Morgan - --------------------------------------- James C. Morgan Chairman of the November 14, 1995 Board Chief Executive Officer Principal Financial Officer: /s/ Gerald F. Taylor - --------------------------------------- Gerald F. Taylor Senior Vice November 14, 1995 President and Chief Financial Officer Principal Accounting Officer: /s/ Michael K. O'Farrell - --------------------------------------- Michael K. O'Farrell Vice President November 14, 1995 and Corporate Controller 6 A majority of the members of the Board of Directors. 6
Directors: */s/ James C. Morgan - --------------------------------------- James C. Morgan Director November 14, 1995 - --------------------------------------- Michael Armacost Director November 14, 1995 */s/ James W. Bagley - --------------------------------------- James W. Bagley Director November 14, 1995 */s/ Herbert M. Dwight, Jr. - --------------------------------------- Herbert M. Dwight, Jr. Director November 14, 1995 */s/ George B. Farnsworth - --------------------------------------- George B. Farnsworth Director November 14, 1995 */s/ Philip V. Gerdine - --------------------------------------- Philip V. Gerdine Director November 14, 1995 */s/ Tsuyoshi Kawanishi - --------------------------------------- Tsuyoshi Kawanishi Director November 14, 1995 */s/ Paul R. Low - --------------------------------------- Paul R. Low Director November 14, 1995 */s/ Dan Maydan - --------------------------------------- Dan Maydan Director November 14, 1995 */s/ Alfred J. Stein - --------------------------------------- Alfred J. Stein Director November 14, 1995 *By /s/ Donald A. Slichter - --------------------------------------- Donald A. Slichter Attorney-in-Fact 7 EXHIBIT INDEX 4.1 The Applied Materials, Inc. 1995 Equity Incentive Plan (incorporated by reference to Exhibit 10.22 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1995, Commission File No. 1-2964). 5.1 Opinion of Orrick, Herrington & Sutcliffe. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1. 24.1 Power of Attorney of Directors. 7
1 EXHIBIT 5.1 November 14, 1995 Applied Materials, Inc. 3050 Bowers Avenue Santa Clara, California 95054 Re: 1995 Equity Incentive Plan Ladies and Gentlemen: At your request, we are rendering this opinion in connection with the proposed issuance pursuant to The Applied Materials, Inc. 1995 Equity Incentive Plan (the "Plan"), of up to 8,800,000 shares of common stock, $.01 par value ("Common Stock"), of Applied Materials, Inc., a Delaware corporation (the "Company"). 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 8,800,000 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 Plans, 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, ORRICK, HERRINGTON & SUTCLIFFE 8
1 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 19, 1994, which appears on page 47 of the 1994 Annual Report to Shareholders 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 30, 1994. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 21 of such Annual Report on Form 10-K. PRICE WATERHOUSE LLP San Jose, California November 15, 1995 9
1 EXHIBIT 24.1 POWER OF ATTORNEY OF DIRECTORS KNOW BY ALL PERSONS BY THESE PRESENTS: Each of the undersigned hereby constitutes and appoints James C. Morgan, Gerald F. Taylor, and Donald A. Slichter, and each of them with power to act alone, his or her true and lawful attorney-in-fact and agent, 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 sign a Registration Statement or Registration Statements on Form S-8, or a post-effective amendment or amendments thereto, relating to up to a total of 12,600,000 shares of common stock issuable under the Applied Materials, Inc. 1995 Equity Incentive Plan, and to file the same, together with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises hereof, as fully to all intents and purposes as he or she might do or could do in person, thereby ratifying and confirming all that said attorney-in-fact or his or her substitutes may lawfully do or cause to be done by virtue hereof. 10
- ----------------------------------- June 15, 1995 Michael H. Armacost /s/ James W. Bagley - ----------------------------------- James W. Bagley June 15, 1995 /s/ Herbert M. Dwight, Jr. - ----------------------------------- Herbert M. Dwight, Jr. June 15, 1995 /s/ George B. Farnsworth - ----------------------------------- George B. Farnsworth June 15, 1995 /s/ Philip V. Gerdine - ----------------------------------- Philip V. Gerdine June 15, 1995 /s/ Tsuyoshi Kawanishi - ----------------------------------- Tsuyoshi Kawanishi June 15, 1995 2 11
/s/ Paul R. Low - ----------------------------------- Paul R. Low June 15, 1995 /s/ Dan Maydan - ----------------------------------- Dan Maydan June 15, 1995 /s/ James C. Morgan - ----------------------------------- James C. Morgan June 15, 1995 /s/ Alfred J. Stein - ----------------------------------- Alfred J. Stein June 15, 1995