Edgar Filing: APPLIED MATERIALS INC /DE

Form S-8

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
Maximum

Offering Price

Per Share**

Proposed

Maximum
Aggregate

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.

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.

(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.

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


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.

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.

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.