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As Filed With The Securities And Exchange Commission on October 31, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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APPLIED MATERIALS, INC.
(Exact name of issuer as specified in its charter)
Delaware 94-1655526
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
3050 Bowers Avenue, Santa Clara, California 95054
(Address of principal executive offices)(Zip Code)
EMPLOYEES' STOCK PURCHASE PLAN
STOCK PURCHASE PLAN FOR OFFSHORE EMPLOYEES
(Full title of the plan)
James C. Morgan
Applied Materials, Inc.
3050 Bowers Avenue, Santa Clara, California 95054
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 748-5555
Copy to:
Donald A. Slichter, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, California 94111
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share* Price* Fee*
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Common Stock 4,000,000 shares $46.625 $186,500,000 $64,311
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* Estimated solely for the purpose of calculating the registration fee
on the basis of $46.625 per share, the average of the high and low trade prices
for the Common Stock on October 26, 1995, as reported by NASDAQ.
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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) Applied Materials, Inc.'s (the "Company") latest annual report
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
Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end
of the fiscal year covered by the Company's latest annual report; and (iii) the
description of the Company's common stock set forth in the Company's
Registration Statement on Form 8-B relating thereto, including any amendment or
report filed for the purpose of updating such description. All documents filed
by the Company after the date of this registration statement pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment (that indicates all securities offered have been
sold or deregisters all securities then remaining unsold), 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 and Bylaws provide
for indemnification of the Registrant's directors, officers, employees and
other agents to the maximum extent permitted by the Delaware Law. In addition,
the Registrant has entered into indemnification agreements with its officers
and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
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ITEM 8. EXHIBITS
4.1 The Applied Materials, Inc. Employees' Stock Purchase Plan.
4.2 The Applied Materials, Inc. Stock Purchase Plan for Offshore
Employees.
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1.
24.1 Power of Attorney of Directors.
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 registration statement is on Form S-3 or Form S-8 and 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.
(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
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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 the 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 Act 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 31st day of
October, 1995.
APPLIED MATERIALS, INC.
(Registrant)
/s/ James C. Morgan
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James C. Morgan
Chairman of the Board 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
dated indicated.
Signature Title Date
Principal Executive Officer:
/s/ James C. Morgan
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James C. Morgan Chairman of the October 31, 1995
Board Chief
Executive Officer
Principal Financial Officer:
/s/ Gerald F. Taylor
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Gerald F. Taylor Senior Vice October 31, 1995
President and
Chief Financial
Officer
Principal Accounting Officer:
/s/ Michael K. O'Farrell
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Michael K. O'Farrell Vice President October 31, 1995
and Corporate
Controller
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Directors:
*/s/ James C. Morgan
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James C. Morgan Director October 31, 1995
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Michael Armacost Director October 31, 1995
*/s/ James W. Bagley
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James W. Bagley Director October 31, 1995
*/s/ Herbert M. Dwight, Jr.
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Herbert M. Dwight, Jr. Director October 31, 1995
*/s/ George B. Farnsworth
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George B. Farnsworth Director October 31, 1995
*/s/ Philip V. Gerdine
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Philip V. Gerdine Director October 31, 1995
*/s/ Paul R. Low
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Paul R. Low Director October 31, 1995
*/s/ Dan Maydan
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Dan Maydan Director October 31, 1995
*/s/ Alfred J. Stein
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Alfred J. Stein Director October 31, 1995
*By /s/ Donald A. Slichter
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Donald A. Slichter
Attorney-in-Fact
A majority of the members of the Board of Directors.
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EXHIBIT INDEX
4.1 The Applied Materials, Inc. Employees' Stock Purchase Plan.
4.2 The Applied Materials, Inc. Stock Purchase Plan for Offshore
Employees.
5.1 Opinion of Orrick, Herrington & Sutcliffe.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Orrick, Herrington & Sutcliffe is included in Exhibit 5.1.
24.1 Power of Attorney of Directors.
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