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Form 8-K

 

 

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): September 23, 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 September 23, 2008, the Board of Directors (the “Board”) of Applied Materials, Inc. (“Applied”) appointed Alexander Karsner to serve as a member of the Board, effective immediately. The Board also appointed Mr. Karsner to serve as a member of the Board’s Strategy Committee.

Pursuant to the terms of Applied’s Employee Stock Incentive Plan, Mr. Karsner was automatically granted 20,000 performance shares (or restricted stock units) on September 23, 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. Karsner’s continued service as a director on each such installment date. Mr. Karsner will also participate in the standard non-employee director compensation arrangements described in Applied’s 2008 Proxy Statement and Current Report on Form 8-K that were filed with the Securities and Exchange Commission on February 13, 2008 and September 19, 2008, respectively.

 

Item 7.01 Regulation FD Disclosure.

On September 25, 2008, Applied issued a press release announcing the appointment of Alexander Karsner to the Board. A copy of the press release is furnished herewith 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 September 25, 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)

Dated: September 25, 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 September 25, 2008.
Press Release

Exhibit 99.1

 

Release:    

    Immediate   

Contact:

   

David Miller (editorial/media)        

(408) 563-9582

   

Robert Friess (financial community)

(408) 986-7977

Applied Materials Appoints Alexander Karsner to Board of Directors

SANTA CLARA, Calif., September 25, 2008 – Applied Materials, Inc. today announced the appointment of Alexander “Andy” Karsner to serve on its Board of Directors, effective immediately. Mr. Karsner has also been appointed to serve as a member of the Strategy Committee of the Board.

“Mr. Karsner has shown strong leadership in renewable energy policy, technologies, and commercialization, including his role as the chief regulatory official for efficiency, buildings and appliances at the Department of Energy,” said James C. Morgan, chairman of Applied Materials. “His extensive background in the global energy market will be invaluable to the Board as we chart the strategic path for our Energy and Environmental Solutions business through the current and future energy landscape.”

Mr. Karsner served as Assistant Secretary for Energy Efficiency and Renewable Energy at the U.S. Department of Energy (DOE) from March 2006 to August 2008. In that position, he managed the United States’ $1.72 billion federal applied science, research, development and deployment portfolio, which promotes marketplace integration of renewable and environmentally-sound energy technologies. Mr. Karsner was a principal contributor to the U.N.-sponsored climate change negotiations, the major economies meetings, and the Asia Pacific Partnership on behalf of the U.S., and helped establish the “Bali Roadmap” towards achieving a post-2012 global framework accord on energy security and emissions reduction. He led efforts to implement two landmark bipartisan pieces of legislation: the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007 to reduce America’s dependency on oil, change federal procurement, and elevate standards for energy efficiency.

Prior to joining the DOE, Mr. Karsner had a successful track record in the private sector as an international infrastructure developer and energy entrepreneur managing and financing large-scale power projects around the world. His experience encompasses a wide range of technologies and fuel sources, including oil, natural gas, coal, wind, solar and biomass. He was Managing Director of Enercorp LLC, a private company involved in international project development, management and financing of renewable energy infrastructure. Mr. Karsner has also worked with Tondu Energy Systems of Texas, Wartsila Power Development of Finland and other multi-national energy firms and developers.

Mr. Karsner received a B.A. with honors from Rice University and an M.A. from Hong Kong University.

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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