As filed with the Securities and Exchange Commission on May 6, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APPLIED MATERIALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-1655526 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
3050 Bowers Avenue, P.O. Box 58039, Santa Clara, California 95052-8039
(Address of Principal Executive Offices) (Zip Code)
APPLIED MATERIALS, INC.
EMPLOYEE SAVINGS AND RETIREMENT PLAN
(Full title of the plan)
Joseph J. Sweeney
Applied Materials, Inc.
3050 Bowers Avenue, P.O. Box 58039, Santa Clara, California 95052-8039
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 727-5555
Copy to:
John E. Aguirre, Esq.
Wilson Sonsini Goodrich & Rosati, PC
650 Page Mill Road
Palo Alto, California 94304
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered* |
Proposed Offering Price Per Share** |
Proposed Maximum Offering Price** |
Amount of Registration Fee** | ||||
| Common Stock*** |
50,000,000 shares | $15.03 | $751,500,000.00 | $88,451.55 |
| * | This Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Applied Materials, Inc. Employee Savings and Retirement Plan described herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock. |
| ** | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, on the basis of $15.03 per share, the average of the high and low prices per share of the Common Stock on May 2, 2005, as reported by Nasdaq. |
| *** | Includes associated rights (the “Rights”) to purchase preferred or common stock. Until the occurrence of certain prescribed events, none of which has occurred, the Rights are not exercisable. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. |
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration statement: (i) the latest annual reports of Applied Materials, Inc. (the “Registrant”) and the Applied Materials, Inc. Employee Savings and Retirement Plan, as amended (the “Plan”), filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in clause (i) above (other than any Current Reports on Form 8-K containing Regulation FD disclosure furnished under Item 7.01 (or its successor) or Results of Operations and Financial Condition disclosure furnished under Item 2.02 (or its successor) and exhibits relating to such disclosures, unless otherwise specifically stated in such Current Reports on Form 8-K); and (iii) the description of the Registrant’s common stock set forth in the Registrant’s Registration Statement on Form 8-A relating thereto, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant or the Plan on or after the date of this registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or deregisters all securities then remaining unsold (other than any Current Reports on Form 8-K containing Regulation FD disclosure furnished under Item 7.01 (or its successor) or Results of Operations and Financial Condition disclosure furnished under Item 2.02 (or its successor) and exhibits relating to such disclosures, unless otherwise specifically stated in such Current Reports on Form 8-K), shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the “Delaware Law”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. The Registrant’s Certificate of Incorporation provides for indemnification of the Registrant’s directors, officers, employees and other agents to the maximum extent permitted by Delaware Law. In addition, the Registrant has entered into indemnification agreements with its directors and certain of its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
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ITEM 8. EXHIBITS
| 5.1 | Undertaking re Status of Favorable Determination Letter covering the Applied Materials, Inc. Employee Savings and Retirement Plan. |
The Registrant has received a favorable determination letter from the Internal Revenue Service (the “IRS”) concerning the qualification of the Applied Materials, Inc. Employee Savings and Retirement Plan (the “Plan”) under Section 401(a) and related provisions of the Internal Revenue Code of 1986, as amended. The Registrant will submit any future material amendments to the Plan to the IRS with a request for a favorable determination that the Plan, as amended, continues to so qualify.
| 5.2 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
| 23.1 | Consent of Independent Registered Public Accounting Firm, KPMG LLP. |
| 23.2 | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP. |
| 23.3 | Consent of Independent Registered Public Accounting Firm, Mohler Nixon & Williams Accountancy Corporation. |
| 23.4. | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation is included in Exhibit 5.2 to this Registration Statement. |
| 24.1 | Power of Attorney of Directors. |
| 24.2 | Power of Attorney of the 401(k) Committee. |
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California on the 6th day of May, 2005.
| APPLIED MATERIALS, INC. |
| (Registrant) |
| /s/ Michael R. Splinter |
| Michael R. Splinter |
| President and |
| Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| Principal Executive Officer: | ||||
| /s/ Michael R. Splinter Michael R. Splinter |
President and Chief Executive Officer |
May 6, 2005 | ||
| Principal Financial Officer: | ||||
| /s/ Nancy H. Handel Nancy H. Handel |
Senior Vice President and Chief Financial Officer |
May 6, 2005 | ||
| Principal Accounting Officer: | ||||
| /s/ Yvonne Weatherford Yvonne Weatherford |
Corporate Vice President and Corporate Controller |
May 6, 2005 | ||
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| Directors: | ||||
| * James C. Morgan |
Chairman of the Board | May 6, 2005 | ||
| * Michael H. Armacost |
Director | May 6, 2005 | ||
| * Deborah A. Coleman |
Director | May 6, 2005 | ||
| * Herbert M. Dwight, Jr. |
Director | May 6, 2005 | ||
| * Philip V. Gerdine |
Director | May 6, 2005 | ||
| * Paul R. Low |
Director | May 6, 2005 | ||
| * Dan Maydan |
Director | May 6, 2005 | ||
| * Steven L. Miller |
Director | May 6, 2005 | ||
| * Gerhard H. Parker |
Director | May 6, 2005 | ||
| * Willem P. Roelandts |
Director | May 6, 2005 | ||
| * Michael R. Splinter |
Director | May 6, 2005 | ||
Representing a majority of the members of the Board of Directors.
| * By | /s/ Joseph J. Sweeney | |
| Joseph J. Sweeney | ||
| Attorney-in-Fact** |
| ** | By authority of the Power of Attorney of Directors filed as Exhibit 24.1 to this Registration Statement. |
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THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Applied Materials, Inc. Employee Savings and Retirement Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on the 6th day of May, 2005.
APPLIED MATERIALS, INC. EMPLOYEE SAVINGS AND RETIREMENT PLAN
| Signature |
Title |
Date | ||
| * William Barrett |
Member of the 401(k) Committee | May 6, 2005 | ||
| * Robert Friess |
Member of the 401(k) Committee | May 6, 2005 | ||
| * Nancy H. Handel |
Member of the 401(k) Committee | May 6, 2005 | ||
| * Robert Hartley |
Member of the 401(k) Committee | May 6, 2005 | ||
| * John Hoffman |
Member of the 401(k) Committee | May 6, 2005 | ||
| * Ray Leubner |
Member of the 401(k) Committee | May 6, 2005 | ||
| * Jeannette Liebman |
Member of the 401(k) Committee | May 6, 2005 | ||
| * Charmaine Mesina |
Member of the 401(k) Committee | May 6, 2005 | ||
| * Charles Pappis |
Member of the 401(k) Committee | May 6, 2005 | ||
Representing a majority of the members of the 401(k) Committee.
| * By | /s/ Joseph J. Sweeney | |
| Joseph J. Sweeney | ||
| Attorney-in-Fact** |
| ** | By authority of the Power of Attorney of the 401(k) Committee filed as Exhibit 24.2 to this Registration Statement. |
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EXHIBIT INDEX
| 5.1 | Undertaking re Status of Favorable Determination Letter covering the Applied Materials, Inc. Employee Savings and Retirement Plan (see Item 8 of this Registration Statement). |
| 5.2 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
| 23.1 | Consent of Independent Registered Public Accounting Firm, KPMG LLP. |
| 23.2 | Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP. |
| 23.3 | Consent of Independent Registered Public Accounting Firm, Mohler Nixon & Williams Accountancy Corporation. |
| 23.4 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation is included in Exhibit 5.2 to this Registration Statement. |
| 24.1 | Power of Attorney of Directors. |
| 24.2 | Power of Attorney of the 401(k) Committee. |
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EXHIBIT 5.2
May 6, 2005
Applied Materials, Inc.
3050 Bowers Avenue
P.O. Box 58039
Santa Clara, California 95052-8039
| Re: | Form S-8 Registration Statement/Applied Materials, Inc. Employee Savings and Retirement Plan |
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the proposed issuance pursuant to the Applied Materials, Inc. Employee Savings and Retirement Plan, as amended (the “Plan”), of up to 50,000,000 additional shares of common stock, $0.01 par value (“Common Stock”), of Applied Materials, Inc., a Delaware corporation (the “Company”).
We have examined instruments, documents, and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on such examination, we are of the opinion that the 50,000,000 additional shares of Common Stock to be issued by the Company pursuant to the Plan are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to this Form S-8 Registration Statement and to the use of our name wherever it appears in said Registration Statement. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
| Very truly yours, |
| /s/ WILSON SONSINI GOODRICH & ROSATI |
| WILSON SONSINI GOODRICH & ROSATI, Professional Corporation |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Applied Materials, Inc.:
We consent to the incorporation by reference in this registration statement on Form S-8 of Applied Materials, Inc. of our report dated December 14, 2004, with respect to the consolidated balance sheet of Applied Materials, Inc. and subsidiaries as of October 31, 2004, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended and the related financial statement schedule, which report appears in the October 31, 2004 annual report on Form 10-K of Applied Materials Inc.
| /s/ KPMG LLP |
| Mountain View, California |
| May 6, 2005 |
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 12, 2003 relating to the financial statements and financial statement schedule, of Applied Materials, Inc. which appears in Applied Material, Inc.’s Annual Report on Form 10-K for the year ended October 31, 2004.
| /s/ PricewaterhouseCoopers LLP |
| San Jose, California |
| May 6, 2005 |
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Applied Materials, Inc. of our report dated June 3, 2004, with respect to the financial statements and schedule of the Applied Materials, Inc. Employee Savings and Retirement Plan included in the Annual Report on Form 11-K as of and for the year ended December 31, 2003.
| /s/ MOHLER, NIXON & WILLIAMS |
| Accountancy Corporation |
| Campbell, California |
| May 4, 2005 |
EXHIBIT 24.1
POWER OF ATTORNEY OF DIRECTORS
KNOW ALL PERSONS BY THESE PRESENTS:
Each of the undersigned directors of Applied Materials, Inc., a Delaware corporation (the “Company”), hereby constitutes and appoints James C. Morgan, Nancy H. Handel and Joseph J. Sweeney and each of them with power to act alone, his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute a Registration Statement or Registration Statements on Form S-8 or other appropriate form, under the Securities Act of 1933, as amended, relating to up to 50,000,000 additional shares of Common Stock of the Company and an indeterminate number of plan interests issuable under the Applied Materials, Inc. Employee Savings and Retirement Plan, as amended, and any and all amendments (including post-effective amendments) to such Registration Statement(s), and to file such Registration Statement(s) and any and all amendments thereto, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes, as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, we have hereunto set our hands this 23rd day of March, 2005.
| /s/ Michael H. Armacost Michael H. Armacost |
/s/ Steven L. Miller Steven L. Miller | |
| /s/ Deborah A. Coleman Deborah A. Coleman |
/s/ James C. Morgan James C. Morgan | |
| /s/ Herbert M. Dwight, Jr. Herbert M. Dwight, Jr. |
/s/ Gerhard H. Parker Gerhard H. Parker | |
| /s/ Philip V. Gerdine Philip V. Gerdine |
/s/ Willem P. Roelandts Willem P. Roelandts | |
| /s/ Paul R. Low Paul R. Low |
/s/ Michael R. Splinter Michael R. Splinter | |
| /s/ Dan Maydan Dan Maydan |
||
EXHIBIT 24.2
POWER OF ATTORNEY OF THE 401(K) COMMITTEE
KNOW ALL PERSONS BY THESE PRESENTS:
Each of the undersigned members of the 401(k) Committee under the Applied Materials, Inc. Employee Savings and Retirement Plan, as amended (the “Plan”), hereby constitutes and appoints James C. Morgan, Nancy H. Handel and Joseph J. Sweeney and each of them with power to act alone, his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute a Registration Statement or Registration Statements on Form S-8 or other appropriate form, under the Securities Act of 1933, as amended, relating to up to 50,000,000 additional shares of Common Stock of Applied Materials, Inc., a Delaware corporation, and an indeterminate number of plan interests issuable under the Plan, and any and all amendments (including post-effective amendments) to such Registration Statement(s), and to file such Registration Statement(s) and any and all amendments thereto, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes, as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, we have hereunto set our hands this 6th day of May, 2005.
| /s/ William Barrett William Barrett |
/s/ Ray Leubner Ray Leubner | |
| /s/ Robert Friess Robert Friess |
/s/ Jeannette Liebman Jeannette Liebman | |
| /s/ Nancy H. Handel Nancy H. Handel |
/s/ Charmaine Mesina Charmaine Mesina | |
| /s/ Robert Hartley Robert Hartley |
/s/ Charles Pappis Charles Pappis | |
| /s/ John Hoffman John Hoffman |
||