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): June 10, 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 June 11, 2008, the Board of Directors (the “Board”) of Applied Materials, Inc. (“Applied”) appointed Stephen R. Forrest to serve as a member of the Board, effective immediately. Applied’s Board also appointed Dr. Forrest to serve as a member of the Board’s Strategy Committee.
Pursuant to the terms of Applied’s Employee Stock Incentive Plan, Dr. Forrest was automatically granted 20,000 performance shares (or restricted stock units) on June 11, 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 Dr. Forrest’s continued service as a director. Dr. Forrest 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 June 13, 2008, Applied issued a press release announcing the appointment of Dr. Forrest 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 8.01 | Other Events. |
On June 10, 2008, Applied’s Board re-appointed Philip V. Gerdine, a current member of the Audit Committee, as Chair of the Audit Committee, effective immediately. Dr. Gerdine replaces Robert H. Brust, who resigned from Applied’s Board effective May 2, 2008. Dr. Gerdine had previously served as Chair of Applied’s Audit Committee from 1976 to June 2007.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Applied Materials, Inc. dated June 13, 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: June 13, 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 June 13, 2008. | |
Exhibit 99.1
| Release: |
Immediate | |||
| Contact: |
David Miller (editorial/media) | Linda Heller (financial community) | ||
| (408) 563-9582 | (408) 563-5501 |
Applied Materials Appoints Stephen R. Forrest to Board of Directors
SANTA CLARA, Calif., June 13, 2008 – Applied Materials, Inc. today announced the appointment of Stephen R. Forrest to serve on its Board of Directors, effective immediately. Dr. Forrest has also been appointed to serve as a member of the Strategy Committee of the Board.
“Dr. Forrest’s experience in optoelectronic devices and his deep knowledge of organic compounds for use in solar power and light emitting diode applications will be invaluable to the Board as we evaluate strategic directions for Applied,” said James C. Morgan, chairman of Applied Materials. “He brings a broad perspective on developing technologies and their usefulness for commercial applications.”
Dr. Forrest is currently Vice President for Research at the University of Michigan, where he also holds faculty appointments as Professor of Electrical Engineering and Computer Science in the College of Engineering, and as Professor of Physics in the College of Literature, Science and the Arts. He also leads the University’s Optoelectronics Components and Materials Group. From 1992 to 2001, Dr. Forrest served in a number of positions at Princeton University, including as Chair of the Electrical Engineering Department, Director of the Center for Photonics and Optoelectronic Materials, and as director of the National Center for Integrated Photonic Technology. Prior to Princeton, Dr. Forrest was a faculty member of the Electrical Engineering and Materials Science Departments at the University of Southern California. Dr. Forrest started his career at Bell Labs.
Dr. Forrest is a Fellow of the IEEE and the Optical Society of America and is a member of the National Academy of Engineering and the American Physical Society. He is a nationally-recognized lecturer whose work has garnered numerous awards, including the IEEE/LEOS Distinguished Lecturer Award, the IPO National Distinguished Inventor Award and the Thomas Alva Edison award for innovations in organic LEDs. Dr. Forrest has authored some 420 papers and holds 178 patents. He is a founder or founding member of several companies, including Sensors Unlimited, Epitaxx, Inc., Global Photonic Energy Corporation, Universal Display Corporation and Apogee Photonics, Inc. Dr. Forrest holds a B.A. in Physics from the University of California, Berkeley, and an M.Sc. and a Ph.D. in Physics from the University of Michigan.
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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