UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2006
Applied Materials, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-6920 | 94-1655526 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 3050 Bowers Avenue P.O. Box 58039 Santa Clara, CA |
95052-8039 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (408) 727-5555
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On May 15, 2006, Applied Materials, Inc. issued a press release announcing it has signed an agreement with Dainippon Screen Mfg. Co. to form a joint venture company to provide track systems for semiconductor manufacturers. The text of the press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K shall not be incorporated by reference into any filing of Applied Materials, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. The information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by Applied Materials, Inc. dated May 15, 2006.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Applied Materials, Inc. (Registrant) | ||||
| Dated: May 15, 2006 | ||||
| By: | /s/ JOSEPH J. SWEENEY | |||
| Joseph J. Sweeney Senior Vice President General Counsel and Corporate Secretary | ||||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Applied Materials, Inc. dated May 15, 2006. |
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Exhibit 99.1
| Release: |
Immediate | |||||||
| Contact: |
Dave Miller (business media) 408/563-9582 |
Betty Newboe (technical media) 408/563-0647 |
Randy Bane (financial community) 408/986-7916 |
Applied Materials to Create New Company with Dainippon Screen
to Deliver Innovative Track Solutions
SANTA CLARA, Calif., May 15, 2006 —Applied Materials, Inc. today announced that it has signed an agreement to create a joint venture company with Dainippon Screen Mfg. Co., Ltd. (Screen) to deliver advanced, technically differentiated track solutions for customers’ critical semiconductor manufacturing requirements.
The new company, to be called Sokudo Co., Ltd., will be headquartered in Kyoto, Japan, and will bring together the complementary resources and capabilities of Screen and Applied Materials. Sokudo will operate as a separate entity having its own management structure, with 52% owned by Screen and 48% owned by Applied Materials. Screen will transfer into the new company its existing track business and related intellectual property, including employees, products and its installed base of systems. Applied’s contribution to Sokudo will include technology and related intellectual property, key development employees and ¥16.6 billion (approximately US$151 million). Screen will perform manufacturing for Sokudo under an outsourcing agreement.
“Partnering with Screen in this new company is an opportunity for Applied to grow our business by accelerating our entry into track, a large and growing market that complements our thin film nanomanufacturing technology capabilities,” said Mike Splinter, president and CEO of Applied Materials. “We look forward to working with Screen and combining our extensive product knowledge and experience. Track technology is a natural extension of Applied’s lithography-enabling solutions for customers. Our process expertise and advanced process control capabilities, including film pattern transfer and integration, will deliver new levels of innovation to track systems and improved solutions for semiconductor manufacturers worldwide.”
Screen is a top 10 supplier of semiconductor fabrication equipment, specializing in wafer cleaning, coater/developer track and flash anneal systems. Screen brings to Sokudo 25 years of track expertise and key customer relationships, and is widely recognized for providing highly reliable manufacturing systems with excellent design and engineering.
According to market researcher Gartner Dataquest, the market for track systems was estimated to be $1.4 billion in 2005 and is forecast to grow to nearly $2.0 billion in 2008.
Formation of the company is subject to customary closing conditions and is expected to be finalized in July of 2006.
Applied Materials will discuss today’s announcement on a conference call at 7 a.m. Pacific Daylight Time. A live webcast of the conference call will be available on Applied’s web site and a replay will be available after 2 p.m. Pacific Daylight Time.
This press release contains forward-looking statements relating to Applied Materials’ anticipated joint venture with Dainippon Screen and expected benefits of the transaction, including new product development/commercialization and growth opportunities; Applied’s and Screen’s technology leadership and capabilities; and the market for track systems. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those stated or implied, including but not limited to: the satisfaction of closing conditions; successful integration of Applied’s and Screen’s respective contributions to the joint venture; the joint venture’s ability to develop, manufacture and commercialize products; sustainability of demand in the semiconductor and semiconductor equipment industries, which is subject to many factors, including global economic conditions, business spending, consumer confidence, demand for electronic products and integrated circuits, and geopolitical uncertainties; Applied Materials’ ability to develop, deliver and support a broad range of products and to expand its markets and develop new markets; retention of key employees; and other risks described in Applied Materials’ Forms 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission. All forward-looking statements are based on managements’ estimates, projections and assumptions as of the date hereof and Applied Materials assumes no obligation to update any such statement.
Dainippon Screen Mfg. Co., Ltd. was established in 1943 and is a top 10 supplier of semiconductor fabrication equipment, specializing in wafer cleaning systems, coater/developer track equipment, and next-generation flash anneal tools. Dainippon Screen is a public company quoted on the Tokyo stock exchange (TSE:7735). Its website is www.screen.co.jp.
Applied Materials, Inc. (Nasdaq: AMAT) is the global leader in nanomanufacturing technology™ solutions for the electronics industry with a broad portfolio of innovative equipment, service and software products. At Applied Materials, we apply nanomanufacturing technology to improve the way people live. Learn more at www.appliedmaterials.com.
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