As filed with the Securities and Exchange Commission on December 7, 2001
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 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)
GLOBAL KNOWLEDGE SERVICES, INC.
2000 STOCK OPTION/STOCK ISSUANCE PLAN
Joseph J. Sweeney
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) 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
=====================================================================================================
Proposed Proposed Maximum
Title of Securities to Amount to be Maximum Offering Aggregate Offering Amount of
be Registered Registered* Price Per Share** Price** Registration Fee**
- ------------------------------------------------------------------------------------------------------
Common Stock*** 12,340 shares $10.55 $130,187.00 $32.00
=====================================================================================================
================================================================================
* This Registration Statement shall also cover any additional shares of the
Registrant's Common Stock that become issuable pursuant to the options
assumed by the Registrant under the Global Knowledge Services, Inc. 2000
Stock Option/Stock Issuance Plan (the "Assumed Options") 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.
** Solely for the purpose of calculating the registration fee pursuant to Rule
457(h) under the Securities Act of 1933, on the basis of $10.55 per share,
the weighted average exercise price of the Assumed Options.
*** 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.
================================================================================
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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) the latest annual report of Applied Materials, Inc. (the
"Registrant") 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 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;
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 filed by the Registrant 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 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.
ITEM 8. EXHIBITS
4.1 Global Knowledge Services, Inc. 2000 Stock Option/Stock Issuance Plan,
as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Independent Accountants.
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23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation is
included in Exhibit 5.1 to this Registration Statement.
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
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 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
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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 7th day of
December, 2001.
APPLIED MATERIALS, INC.
(Registrant)
/s/ James C. Morgan
--------------------------------
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
dates indicated.
Signature Title Date
Principal Executive Officer:
/s/ James C. Morgan Chairman of the Board and December 7, 2001
- ------------------------------------ Chief Executive Officer
James C. Morgan
Principal Financial Officer:
/s/ Joseph R. Bronson Executive Vice President, December 7, 2001
- ------------------------------------ Office of the President and
Joseph R. Bronson Chief Financial Officer
Principal Accounting Officer:
/s/ Nancy H. Handel Group Vice President, December 7, 2001
- ------------------------------------ Deputy Chief Financial
Nancy H. Handel Officer and Corporate
Controller
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Directors:
* Chairman of the Board December 7, 2001
- ------------------------------ and Director
James C. Morgan
* Director December 7, 2001
- ------------------------------
Michael H. Armacost
* Director December 7, 2001
- ------------------------------
Deborah A. Coleman
* Director December 7, 2001
- ------------------------------
Herbert M. Dwight, Jr.
* Director December 7, 2001
- ------------------------------
Philip V. Gerdine
* Director December 7, 2001
- ------------------------------
Minoru Morio
* Director December 7, 2001
- ------------------------------
Paul R. Low
* Director December 7, 2001
- ------------------------------
Dan Maydan
Director December _, 2001
- ------------------------------
Steven L. Miller
* Director December 7, 2001
- ------------------------------
Stan Shih
A majority of the members of the Board of Directors.
* By /s/ James C. Morgan
-------------------------------
James C. Morgan
Attorney-in-Fact
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EXHIBIT INDEX
4.1 Global Knowledge Services, Inc. 2000 Stock Option/Stock Issuance Plan,
as amended.
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Independent Accountants.
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation is
included in Exhibit 5.1 to this Registration Statement.
24.1 Power of Attorney of Directors.
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