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As filed with the Securities and Exchange Commission on May 19, 2003
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 95054-3299
(Address of principal executive offices) (Zip Code)
Restricted Stock Agreement Between Applied Materials, Inc. and Michael R. Splinter
(Full Title of the Plan)
Joseph J. Sweeney
Applied Materials, Inc.
3050 Bowers Avenue, Santa Clara, California 95054-3299
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 727-5555
Copy to:
John E. Aguirre, Esq.
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 Per | Aggregate Offering | Amount of | ||||||||||||
| to be Registered | Registered* | Share** | Price** | Registration Fee** | ||||||||||||
Common Stock*** |
300,000 shares | $ | 14.61 | $ | 4,383,000.00 | $ | 354.58 | |||||||||
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| * | This Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Restricted Stock Agreement between the Registrant and Michael R. Splinter described herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock. | |
| ** | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, on the basis of $14.61 per share, the average of the high and low prices per share of the Common Stock on May 16, 2003, as reported by Nasdaq. | |
| *** | Includes associated rights (the “Rights”) to purchase preferred or common stock. Until the occurrence of certain prescribed events, none of which has occurred, the Rights are not exercisable. |
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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 pursuant to section 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 | Restricted Stock Agreement between the Registrant and Michael R. Splinter. | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
| 23.1 | Consent of Independent Accountants. |
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| 23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation 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 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.
(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
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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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.
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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 16th day of May, 2003.
| APPLIED MATERIALS, INC. (Registrant) |
||
| /s/ Michael R. Splinter Michael R. Splinter President 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/ Michael R. Splinter | President and Chief | |||
| Executive Officer | May 16, 2003 | |||
| Michael R. Splinter | ||||
| Principal Financial Officer: | ||||
| /s/ Joseph R. Bronson | Executive Vice | |||
| President, Global | ||||
| Joseph R. Bronson | Executive Committee | |||
| and Chief Financial | ||||
| Officer | May 16, 2003 | |||
| Principal Accounting Officer: | ||||
| /s/ Nancy H. Handel | Group Vice | |||
| President, Deputy | ||||
| Nancy H. Handel | Chief Financial | |||
| Officer and | ||||
| Corporate Controller | May 16, 2003 |
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| Signature | Title | Date | ||
| Directors: | ||||
| * | ||||
| Chairman of the Board | May 16, 2003 | |||
| James C. Morgan | ||||
| * | ||||
| Director | May 16, 2003 | |||
| Michael H. Armacost | ||||
| * | ||||
| Director | May 16, 2003 | |||
| Deborah A. Coleman | ||||
| * | ||||
| Director | May 16, 2003 | |||
| Herbert M. Dwight, Jr. | ||||
| * | ||||
| Director | May 16, 2003 | |||
| Philip V. Gerdine | ||||
| * | ||||
| Director | May 16, 2003 | |||
| Paul R. Low | ||||
| * | ||||
| Director | May 16, 2003 | |||
| Dan Maydan | ||||
| * | ||||
| Director | May 16, 2003 | |||
| Steven L. Miller | ||||
| * | ||||
| Director | May 16, 2003 | |||
| Gerhard H. Parker | ||||
| * | ||||
| Director | May 16, 2003 | |||
| Stan Shih | ||||
| * | ||||
| Director | May 16, 2003 | |||
| Sasson Somekh | ||||
| Director | May , 2003 | |||
| Michael R. Splinter |
A majority of the members of the Board of Directors.
| * By | /s/ Joseph J. Sweeney | |||
|
|
||||
|
Joseph J. Sweeney Attorney-in-Fact |
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EXHIBIT INDEX
| 4.1 | Restricted Stock Agreement between the Registrant and Michael R. Splinter. | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
| 23.1 | Consent of Independent Accountants. | |
| 23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation is included in Exhibit 5.1 to this Registration Statement. | |
| 24.1 | Power of Attorney of Directors. |
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EXHIBIT 4.1 APPLIED MATERIALS, INC. RESTRICTED STOCK AGREEMENT Applied Materials, Inc. (the "Company") hereby grants you, Michael R. Splinter (the "Employee"), a grant of restricted stock. The date of this Agreement is May 20, 2003. Subject to the provisions of Appendix A (attached), the principal features of this grant are as follows: NUMBER OF SHARES OF RESTRICTED STOCK: 300,000 PURCHASE PRICE PER SHARE: US $0.01 SCHEDULED VESTING DATES/PERIOD OF RESTRICTION: NUMBER OF SHARES ---------------------------------------------- ---------------- October 1, 2003 150,000 October 1, 2004 150,000 IMPORTANT: Your signature below indicates your agreement and understanding that this grant is subject to all of the terms and conditions contained in Appendix A. For example, important additional information on vesting and forfeiture of the Shares covered by this grant is contained in Paragraphs 4 through 6 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT. APPLIED MATERIALS, INC. EMPLOYEE - ------------------------------ ------------------------------ James C. Morgan, Michael R. Splinter Chairman of the Board of Directors Date: May ___, 2003 Date: May ___, 2003
APPENDIX A - TERMS AND CONDITIONS OF RESTRICTED STOCK GRANT 1. Definitions. As used herein, the following definitions will apply: (a) "Affiliate" means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by, or under common control with the Company. (b) "Board" means the Board of Directors of the Company. (c) "Committee" means the Human Resources and Compensation Committee of the Board. (d) "Common Stock" means the Common Stock of the Company. (e) "Restricted Stock" means the Shares issued to the Employee pursuant to this Agreement. (f) "Shares" means shares of Common Stock. 2. Grant. The Company hereby grants to the Employee the right to purchase 300,000 Shares of Restricted Stock for $0.01 per Share, subject to all of the terms and conditions in this Agreement. The Employee has until May 30, 2003 to make such purchase after which date he will have no further right to purchase the Shares of Restricted Stock under this Agreement. 3. Shares Held in Escrow. Unless and until the Shares of Restricted Stock will have vested in the manner set forth in paragraphs 4 or 5, such Shares will be issued in the name of the Employee and held by the Secretary of the Company as escrow agent (the "Escrow Agent"), and will not be sold, transferred or otherwise disposed of, and will not be pledged or otherwise hypothecated. The Company may instruct the transfer agent for its Common Stock to place a legend on the certificates representing the Restricted Stock or otherwise note its records as to the restrictions on transfer set forth in this Agreement. The certificate or certificates representing such Shares will not be delivered by the Escrow Agent to the Employee unless and until the Shares have vested and all other terms and conditions in this Agreement have been satisfied. 4. Vesting Schedule. Except as provided in Section 5, and subject to Section 6, 150,000 Shares subject to this grant will vest on October 1, 2003 and the remaining 150,000 Shares subject to this grant will vest on October 1, 2004. Vesting actually will occur only if the Company or an Affiliate employs the Employee through the applicable vesting date. 5. Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Shares of Restricted Stock at any time. If so accelerated, such Shares will be considered as having vested as of the date specified by the Committee.
6. Forfeiture. Notwithstanding any contrary provision of this Agreement, the balance of the Shares of Restricted Stock that have not vested pursuant to paragraphs 4 or 5 will thereupon be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company upon the date the Employee's employment with the Company or an Affiliate terminates for any reason. The Employee will not be entitled to a refund of the price paid for any Shares returned to the Company pursuant to this paragraph 6. The Employee hereby appoints the Escrow Agent with full power of substitution, as the Employee's true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Employee to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares to the Company upon such violation. 7. Death of Employee. Any distribution or delivery to be made to the Employee under this Agreement will, if the Employee is then deceased, be made to the Employee's designated beneficiary, or if no beneficiary survives the Employee, to the administrator or executor of the Employee's estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer. 8. Withholding of Taxes. Notwithstanding any contrary provision of this Agreement, no certificate representing the Shares may be released from the escrow established pursuant to paragraph 3 unless and until satisfactory arrangements (as determined by the Committee) will have been made by the Employee with respect to the payment of income and employment taxes which the Company determines must be withheld with respect to such Shares. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit the Employee to satisfy such tax withholding obligation, in whole or in part by (a) electing to have the Company withhold otherwise deliverable Shares of Restricted Stock, or (b) delivering to the Company already vested and owned Shares having a fair market value equal to the minimum amount required to be withheld. 9. Rights as Stockholder. Neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee or the Escrow Agent. Except as provided in Section 11, after such issuance, recordation and delivery, the Employee will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. 10. No Effect on Employment. The Employee's employment with the Company and its Affiliates is on an at-will basis only. Accordingly, the terms of the Employee's employment with the Company and its Affiliates will be determined from time to time by the Company or the Affiliate employing the Employee (as the case may be), and the Company or the Affiliate will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause. -2-
11. Changes in Shares. In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, Share combination, or other change in the corporate structure of the Company affecting the Shares, the Shares will be increased, reduced or otherwise changed, and by virtue of any such change the Employee will in his capacity as owner of unvested Shares of Restricted Stock that have been awarded to him (the "Prior Shares") be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be unvested Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement. If the Employee receives rights or warrants with respect to any Prior Shares, such rights or warrants may be held or exercised by the Employee, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Restricted Stock and will be subject to all of the conditions and restrictions which were applicable to the Prior Shares pursuant to this Agreement. The Committee in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. 12. Address for Notices. Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company, in care of Secretary of the Company, at Applied Materials, Inc., 2881 Scott Blvd., M/S 2064, Santa Clara, CA 95050, or at such other address as the Company may hereafter designate in writing. 13. Grant is Not Transferable. Except to the limited extent provided in paragraph 7 above, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void. 14. Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 15. Additional Conditions to Release from Escrow. If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares of Restricted Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the release of such Shares from the escrow established pursuant to paragraph 3, such release will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. -3-
16. Committee Authority. The Committee will have the power and discretion to interpret this Agreement and to adopt such rules for the administration, interpretation and application of the Agreement as are consistent herewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Shares of Restricted Stock have vested). All actions taken and all interpretations and determinations made by the Committee in good faith will be final and binding upon the Employee, the Company and all other interested persons. No member of the Committee will be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement. 17. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. 18. Agreement Severable. In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement. 19. Modifications to the Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. The Employee expressly warrants that he is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement can be made only in an express written contract executed by a duly authorized officer of the Company. 20. Notice of Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of California without regard to principles of conflict of laws. 21. Additional Actions. The parties will execute such further instruments and take such further action as may reasonably be necessary to carry out the intent of this Agreement. o O o -4-
EXHIBIT 5.1 [LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI] May 14, 2003 Applied Materials, Inc. 3050 Bowers Avenue Santa Clara, California 95054 Re: Registration Statement on Form S-8 Ladies and Gentlemen: At your request, we are rendering this opinion in connection with the proposed issuance of an aggregate of 300,000 shares of common stock (the "Common Stock") of Applied Materials, Inc., a Delaware corporation (the "Company"), pursuant to a restricted stock agreement between the Company and Michael R. Splinter (the "Restricted Stock Agreement"). 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 300,000 shares of Common Stock to be issued by the Company pursuant to the Restricted Stock Agreement are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the Restricted Stock Agreement, 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 PC WILSON SONSINI GOODRICH & ROSATI, Professional Corporation
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Applied Materials, Inc. of our report dated November 13, 2002 relating to the financial statements and financial statement schedule, which appear in the Company's Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP San Jose, California May 15, 2003
EXHIBIT 24.1 POWER OF ATTORNEY OF DIRECTORS KNOW 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 Joseph J. Sweeney 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 300,000 shares of common stock of the Company issuable under a restricted stock agreement between the Company and Michael R. Splinter 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 on the date indicated below. /s/ Michael H. Armacost May 14, 2003 - ----------------------------------------- Michael H. Armacost /s/ Deborah A. Coleman May 12, 2003 - ----------------------------------------- Deborah A. Coleman /s/ Herbert M. Dwight, Jr. May 10, 2003 - ----------------------------------------- Herbert M. Dwight, Jr. /s/ Philip V. Gerdine May 10, 2003 - ----------------------------------------- Philip V. Gerdine /s/ Paul R. Low May 14, 2003 - ----------------------------------------- Paul R. Low /s/ Dan Maydan May 13, 2003 - ----------------------------------------- Dan Maydan
/s/ Steven L. Miller May 12, 2003 - ----------------------------------------- Steven L. Miller /s/ James C. Morgan May 12, 2003 - ----------------------------------------- James C. Morgan /s/ Gerhard H. Parker May 9, 2003 - ----------------------------------------- Gerhard H. Parker /s/ Stan Shih May 12, 2003 - ----------------------------------------- Stan Shih /s/ Sasson Somekh May 12, 2003 - ----------------------------------------- Sasson Somekh May , 2003 - ----------------------------------------- Michael R. Splinter -2-