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): April 27, 2008
Applied Materials, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-06920 | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On April 27, 2008, the Board of Directors (the “Board”) of Applied Materials, Inc. (“Applied”) appointed James E. Rogers to serve as a member of the Board, effective immediately. Applied’s Board also appointed Mr. Rogers to serve as a member of the Human Resources and Compensation Committee and the Strategy Committee.
Pursuant to the terms of Applied’s Employee Stock Incentive Plan, Mr. Rogers was automatically granted 20,000 performance shares (or restricted stock units) on April 27, 2008, the day of his appointment. These performance shares are scheduled to vest in four equal annual installments beginning one year after the grant date, subject to Mr. Rogers’s continued service as a director. Mr. Rogers will also participate in the standard non-employee director compensation arrangements described in Applied’s 2008 Proxy Statement that was filed with the Securities and Exchange Commission on February 13, 2008.
Item 7.01 Regulation FD Disclosure.
On April 28, 2008, Applied issued a press release announcing the appointment of Mr. Rogers to the Board. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including the exhibit, is furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Applied under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by Applied Materials, Inc. dated April 28, 2008. |
SIGNATURES
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)
| ||||
| Date: April 28, 2008 | By: | /s/ Joseph J. Sweeney | ||
| Joseph J. Sweeney | ||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Applied Materials, Inc. dated April 28, 2008. |
Exhibit 99.1
 |
David Miller (business media) 408.563.9582 Linda Heller (financial community) 408.986.7977 | |
Applied Materials Appoints James E. Rogers to Board of Directors
SANTA CLARA, Calif., April 28, 2008 – Applied Materials, Inc. today announced the appointment of James E. Rogers to serve on its Board of Directors, effective immediately. Rogers has also been appointed to serve as a member of the Human Resources and Compensation Committee and the Strategy Committee of the Board. Rogers is chairman of the board, president and chief executive officer of Duke Energy, one of the largest electric power companies in the United States.
“Jim is a globally respected visionary in the energy field who brings broad industry perspective and decades of power generation market experience to our Board at a pivotal time for Applied as we grow our solar business,” said James C. Morgan, chairman of Applied Materials. “I am pleased to welcome such a well–known and experienced business and community leader to our Board.”
Rogers has nearly 20 years of experience as a chief executive officer in the electric utility industry. He was named president and chief executive officer of Duke Energy following the merger of Duke Energy and Cinergy in April 2006, and was named chairman in January 2007. Rogers served as Cinergy’s chairman and chief executive officer for more than 11 years. Prior to Cinergy, he was the chairman, president and chief executive officer of PSI Energy from 1988 to 1995. In addition to his extensive business experience, Rogers possesses considerable legal experience, having served as a partner with the law firm of Akin, Gump, Strauss, Hauer and Feld, as deputy general counsel for litigation and enforcement for the Federal Energy Regulatory Commission (FERC), and as assistant attorney general for the Commonwealth of Kentucky.
Rogers has been widely honored for his work in industry and the community. In 2007, Rogers was named the energy industry’s CEO of the Year by Platts, a leading global provider of energy and metals information. He is currently a director of Fifth Bancorp and Cigna Corporation. He is immediate past chairman of the Edison Electric Institute and chairman of the Institute for Electric Efficiency as well as a member of the board of directors and the Executive Committee of the Nuclear Energy Institute. Rogers also serves on the boards of the U.S. Chamber of Commerce, The Business Roundtable, the National Coal Council, the National Petroleum Council, and the Nicholas Institute for Environmental Policy Solutions. He is chairman of the Edison Foundation and co-chair of the National Action Plan for Energy Efficiency and the Alliance to Save Energy. Rogers attended Emory University and earned a bachelor of business administration and a law degree from the University of Kentucky. He has an honorary doctor of law degree from Indiana State University and an honorary doctor of humane letters degree from Queens University of Charlotte.
Applied Materials, Inc. (Nasdaq:AMAT) is the global leader in Nanomanufacturing Technology™ solutions with a broad portfolio of innovative equipment, services and software products for the fabrication of semiconductor chips, flat panels, solar photovoltaic cells, flexible electronics and energy efficient glass. At Applied Materials, we apply Nanomanufacturing Technology to improve the way people live. Learn more at www.appliedmaterials.com.
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