1 As filed with the Securities and Exchange Commission on October 12, 1999 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 identification number) of incorporation or organization) 3050 Bowers Avenue, Santa Clara, California 95054 (Address of principal executive offices) (Zip Code) APPLIED MATERIALS, INC. EMPLOYEES' STOCK PURCHASE PLAN (Full title of the 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 CALCULATION OF REGISTRATION FEE ================================================================================================= Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered Per Share* Offering Price* Registration Fee* - ------------------------------------------------------------------------------------------------- Common Stock**, and 8,000,000 shares $81.00 $648,000,000.00 $180,144.00 Options to Purchase Common Stock ================================================================================================= * Estimated solely for the purpose of calculating the registration fee on the basis of $81.00 per share, the average of the high and low prices for the Common Stock on October 8, 1999 as reported by Nasdaq. ** Includes associated rights (the "Rights") to purchase preferred stock. Until the occurrence of certain prescribed events, none of which has occurred, the Rights are not exercisable.
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) 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. Employees' Stock Purchase Plan, as amended (and incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-8, Commission File No. 33-63847, filed with the Commission on October 31, 1995). 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, PC. 2
3 23.1 Consent of PricewaterhouseCoopers LLP. 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. (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. 3
4 (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 28th day of September, 1999. 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 - ------------------------------------- James C. Morgan Chairman of the Board and September 28, 1999 Chief Executive Officer Principal Financial Officer: /s/ Joseph R. Bronson Senior Vice President, September 28, 1999 - ------------------------------------- Office of the President, Joseph R. Bronson Chief Financial Officer and Chief Administrative Officer Principal Accounting Officer: /s/ Michael K. O'Farrell Vice President, Global September 28, 1999 - ------------------------------------- Controller, Chief Michael K. O'Farrell Accounting Officer and Assistant Secretary 5
6 Directors: * Director September 28, 1999 - ------------------------------------- James C. Morgan * Director September 28, 1999 - ------------------------------------- Dan Maydan * Director September 28, 1999 - ------------------------------------- Michael H. Armacost * Director September 28, 1999 - ------------------------------------- Deborah A. Coleman * Director September 28, 1999 - ------------------------------------- Herbert M. Dwight, Jr. * Director September 28, 1999 - ------------------------------------- Philip V. Gerdine * Director September 28, 1999 - ------------------------------------- Tsuyoshi Kawanishi * Director September 28, 1999 - ------------------------------------- Paul R. Low * Director September 28, 1999 - ------------------------------------- Alfred J. Stein *By /s/ James C. Morgan ---------------------------------- James C. Morgan Attorney-in-Fact A majority of the members of the Board of Directors. 6
7 EXHIBIT INDEX 4.1 Applied Materials, Inc. Employees' Stock Purchase Plan, as amended (and incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-8, Commission File No. 33-63847, filed with the Commission on October 31, 1995). 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, PC. 23.1 Consent of PricewaterhouseCoopers LLP. 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. 7
1 EXHIBIT 4.1 AMENDMENT NO. 1 TO THE APPLIED MATERIALS, INC. EMPLOYEES' STOCK PURCHASE PLAN (October 16, 1995 Restatement) APPLIED MATERIALS, INC. (the "Company"), having established the Applied Materials, Inc. Employees' Stock Purchase Plan (the "Plan"), and having amended and restated the Plan effective as of October 16, 1995, hereby amends Section 3 of the Plan, effective as of December 10, 1998, by deleting the numeral 2,400,000 from the first sentence thereof and substituting the numeral 12,800,000 therefor. IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Amendment No. 1 on the date indicated below. APPLIED MATERIALS, INC. By:______________________________________ Title:___________________________________ Date:____________________________________
1 EXHIBIT 5.1 September 20, 1999 Applied Materials, Inc. 3050 Bowers Avenue Santa Clara, California 95054 Re: Registration Statement on Form S-8/Applied Materials, Inc. Employees' Stock Purchase Plan Ladies and Gentlemen: At your request, we are rendering this opinion in connection with the proposed issuance pursuant to the Applied Materials, Inc. Employees' Stock Purchase Plan (the "Plan"), of up to 8,000,000 shares of common stock, $0.01 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 8,000,000 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
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 17, 1998, except as to Note 14, which is dated as of December 23, 1998, relating to the consolidated financial statements, which appears in the 1998 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 25, 1998. We also consent to the incorporation by reference of our report relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PRICEWATERHOUSECOOPERS LLP PricewaterhouseCoopers LLP San Jose, California October 8, 1999
1 EXHIBIT 24.1 POWER OF ATTORNEY OF DIRECTORS KNOW BY 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 Michael K. O'Farrell 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 8,000,000 shares of Common Stock issuable under the Applied Materials, Inc. Employees' Stock Purchase 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 11th day of December, 1998. /s/ Michael H. Armacost /s/ James C. Morgan - ---------------------------------------- ----------------------------- Michael H. Armacost James C. Morgan /s/ Deborah A. Coleman /s/ Dan Maydan - ---------------------------------------- ----------------------------- Deborah A. Coleman Dan Maydan /s/ Herbert M. Dwight, Jr. /s/ Alfred J. Stein - ---------------------------------------- ----------------------------- Herbert M. Dwight, Jr. Alfred J. Stein /s/ Philip V. Gerdine /s/ Paul R. Low - ---------------------------------------- ----------------------------- Philip V. Gerdine Paul R. Low /s/ Tsuyoshi Kawanishi - ---------------------------------------- Tsuyoshi Kawanishi