UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
FOR ANNUAL AND TRANSITION
REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
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| þ | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004
OR
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| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-17157
Novellus Systems, Inc.
(Exact name of Registrant as specified in its charter)
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California
(State or other jurisdiction of
incorporation of organization) | | 77-0024666
(I.R.S. Employer
Identification Number) |
4000 North First Street, San Jose, California 95134
(Address of principal executive offices including Zip code)
(408) 943-9700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesR No£
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.R
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). YesR No£
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes£ NoR
As of June 25, 2004 the aggregate market value of voting and non-voting stock held by non-affiliates of the Registrant was $4,313,778,859, based on the average of the high and low price of the Common Stock as reported on the NASDAQ National Market on such date. Shares of Common Stock held by officers, directors and holders of more than 5% of the outstanding Common Stock have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of the Registrant’s Common Stock outstanding on March 4, 2005 was 140,530,177.
Documents Incorporated by Reference:Not applicable.
TABLE OF CONTENTS
EXPLANATORY NOTE
We are filing this Form 10-K/A Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 as filed on March 15, 2005 (the “Annual Report”) to correct a typographical error in the fiscal year ended date in Exhibits 32.1 and 32.2 to such Annual Report.
PART IV
Item 15.Exhibits and Financial Statement Schedules
(3) Exhibits (numbered in accordance with Item 601 of Regulation S-K)
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| 32.1.1 | | Certification of Richard S. Hill, Chairman of the Board of Directors and Chief Executive Officer of Novellus Systems, Inc. dated as of August 31, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2.1 | | Certification of John Chenault, Vice President and Chief Financial Officer of Novellus Systems, Inc. dated as of August 31, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A Amendment No. 1 to our Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California on this 12th day of September, 2005.
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| | NOVELLUS SYSTEMS, INC.
| |
| | By: | /s/ Richard S. Hill | |
| | | Richard S. Hill | |
| | | Chairman of the Board of Directors
and Chief Executive Officer | |
| |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K/A Amendment No. 1 to our Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant in the capacities and on the date indicated.
| | | | | |
| Signature | | Title | | Date |
| /s/ Richard S. Hill Richard S. Hill | | Chairman of the Board of Directors and Chief
Executive Officer (Principal Executive Officer) | | September 12, 2005 |
| /s/ William H. Kurtz William H. Kurtz | | Executive Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) | | September 12, 2005 |
| * Neil R. Bonke | | Director | | September 12, 2005 |
| * Youssef A. El-Mansy | | Director | | September 12, 2005 |
| * J. David Litster | | Director | | September 12, 2005 |
| * Yoshio Nishi | | Director | | September 12, 2005 |
| * Glen G. Possley | | Director | | September 12, 2005 |
| * Ann D. Rhoads | | Director | | September 12, 2005 |
| * William R. Spivey | | Director | | September 12, 2005 |
| * Delbert Whitaker | | Director | | September 12, 2005 |
| | | | | |
| | | |
| | *By: | /s/ Richard S. Hill | |
| | | Richard S. Hill | |
| | | Attorney in fact | |
| |
EXHIBIT INDEX
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| Exhibit | | |
| No. | | Description |
| 32.1.1 | | Certification of Richard S. Hill, Chairman of the Board of Directors and Chief Executive Officer of Novellus Systems, Inc. dated as of August 31, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2.1 | | Certification of John Chenault, Vice President and Chief Financial Officer of Novellus Systems, Inc. dated as of August 31, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
