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 15, 2009
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.
(b) On September 18, 2009, Thomas St. Dennis, Senior Vice President, General Manager Silicon Systems Group and a named executive officer (“NEO”), announced his intention to resign from Applied Materials, Inc. (“Applied”), effective October 2, 2009.
Randhir Thakur, Senior Vice President and, previously, General Manager Display and SunFab Solar Group, has assumed the leadership of the Silicon Systems Group.
Mark R. Pinto, Senior Vice President, Chief Technology Officer, General Manager Energy and Environmental Solutions, has assumed the leadership of the Display and SunFab Solar Group, in addition to his current responsibilities.
(e) In a Current Report on Form 8-K filed on February 12, 2009 with the Securities and Exchange Commission, Applied announced a twenty percent (20%) reduction in the annual base salaries of each of its NEOs, effective February 9, 2009.
On September 15, 2009, the Human Resources and Compensation Committee of Applied’s Board of Directors approved the termination of the 20% reduction in the annual base salaries of each of Applied’s NEOs, effective November 2, 2009. This termination is part of a broader program to restore employees to their regular base pay.
Item 7.01 Regulation FD Disclosure.
On September 18, 2009, Applied issued a press release announcing Mr. St. Dennis’ resignation and the organizational changes reported above. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and in Exhibit 99.1 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 18, 2009. |
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 18, 2009 | ||||||
| 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 18, 2009. |
Exhibit 99.1
Applied Materials Announces Changes to its Executive Staff
SANTA CLARA, Calif., September 18, 2009 – Applied Materials, Inc. announced today a reorganization of certain members of its executive staff, effective immediately.
“Applied Materials has seen a tremendous transformation both in our business as well as in the industries we serve over the past several years. We have extended our leadership in semiconductor equipment to leadership in flat panel display equipment and, most recently, leadership in solar equipment,” said Mike Splinter, chairman and CEO of Applied Materials. “We must further evolve as a company in order to stay at the forefront of the industries where we compete and today’s announcement sets us firmly on that path.”
The changes announced today include:
Silicon Systems Group
Tom St. Dennis has announced his intention to resign as senior vice president, general manager Silicon Systems effective October 2. Randhir Thakur will assume leadership of the Silicon Systems Group (SSG). Thakur had previously been senior vice president and general manager of the Display and SunFab Solar Group. As head of SSG, Thakur will focus on strengthening the company’s leadership in its core wafer fabrication equipment markets and on extending its position in key growth markets of etch and inspection. With revenues of $4 billion in FY08, the Silicon Systems Group encompasses Applied Materials’ entire portfolio of semiconductor manufacturing systems.
Energy and Environmental Solutions
In order to take advantage of increasing overlap in the crystalline silicon and thin film solar markets and align more deeply on strategy, investments and business development, Applied Materials’ solar organizations will be combined under the leadership of Mark Pinto as senior vice president and general manager of Energy and Environmental Solutions (EES). Pinto will continue to serve as chief technology officer for Applied Materials. Pinto will build on the company’s leadership in solar, increase share of the market through new products and deliver on new growth opportunities in energy and environment. With revenues of more than $800 million in FY08, Applied Materials’ Energy and Environmental Solutions group is the world’s leading provider of equipment to the solar industry.
Applied Global Services
Manfred Kerschbaum will assume the role of chief of staff, helping to drive the company’s business strategy around the world. Kerschbaum had previously been senior vice president and general manager of Applied Global Services (AGS). Charlie Pappis, corporate vice president of AGS, with more than 20 years of experience in many areas throughout the company, will take over as general manager of AGS. Pappis will lead AGS with a focus on growing revenue through an integrated solutions-based approach and by expanding its portfolio of services to support the success of customers. AGS had revenues of more than $2.3 billion in FY08.
Display
Jim Scholhammer will continue as general manager for Display. Scholhammer has been a member of the executive leadership team for Display since he joined the company through the acquisition of Applied Films in July 2006. With revenues of nearly $1 billion in FY08, the Display group is the world’s leading provider of equipment to the flat panel display market.
Sales
Franz Janker has assumed a new position as executive vice president, Corporate Account Management. In this new role, Janker will lead Applied Materials’ efforts to build strong connections and communication channels with major customers. The company will realign its sales account team structure to embed the sales function into each of its business organizations.
Safe Harbor Statement
This press release contains forward-looking statements, including those regarding Applied Materials’ executive management, strategic position and growth opportunities. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: the level of demand for its products, which is subject to many factors, including uncertain global economic and industry conditions, end-market demand for electronic products and semiconductors, and customers’ capacity requirements; Applied Materials’ ability to (i) implement organizational changes; (ii) develop, deliver and support a broad range of products and expand its markets, (iii) align its cost structure with business conditions, and (iv) attract, motivate and retain key employees; and other risks described in its SEC filings. All forward-looking statements are based on management’s estimates, projections and assumptions as of September 18, 2009, and Applied Materials undertakes no obligation to update any forward-looking statements.
About Applied Materials
Applied Materials, Inc. (Nasdaq:AMAT - News) is the global leader in Nanomanufacturing Technology™ solutions with a broad portfolio of innovative equipment, service and software products for the fabrication of semiconductor chips, flat panel displays, 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.