1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 18, 1996 APPLIED MATERIALS, INC. (Exact name of registrant as specified in its charter) Delaware 0-6920 94-1655526 (State or other jurisdiction (Commission File Number) (IRS employer of Incorporation) identification number) 3050 Bowers Avenue, Santa Clara, California 95054-3299 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 727-5555 Inapplicable (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS On November 18, 1996, the Company notified its unsecured senior noteholders of its intention to repay the notes prior to their scheduled maturities, as provided under the terms of the agreement. The outstanding principal balance of the notes was $52.5 million on the date of the notification. The noteholders will receive approximately $56.1 million on December 19, 1996, representing principal, accrued interest and prepayment charges. On November 21, 1996, the Company issued a press release announcing its results of operations for the three months and fiscal year ended October 27, 1996. A copy of the financial statements attached to the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits
Exhibit Number Exhibit -------------- ------- 99.1 Financial Statements attached to Press Release, dated November 21, 1996, of Applied Materials, Inc. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 21, 1996 APPLIED MATERIALS, INC. (Registrant) By: \s\ Gerald F. Taylor ----------------------------- Gerald F. Taylor Senior Vice President and Chief Financial Officer 4 EXHIBIT INDEX
Exhibit Number Exhibit - -------------- ------- 99.1 Financial Statements attached to Press Release, dated November 21, 1996, of Applied Materials, Inc.
1 Exhibit 99.1 APPLIED MATERIALS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) Three Months Ended Fiscal Year Ended ---------------------------- ----------------------------- October 27, October 29, October 27, October 29, (In thousands, except per share data) 1996 1995 1996 1995 ---- ---- ---- ---- Net sales $ 860,958 $ 982,650 $4,144,817 $3,061,881 Cost of products sold 481,286 524,252 2,195,078 1,652,033 ---------- ---------- ---------- ---------- Gross margin 379,672 458,398 1,949,739 1,409,848 Operating expenses: Research, development and engineering 117,862 110,498 481,394 329,676 Marketing and selling 72,880 64,730 313,631 223,296 General and administrative 56,930 49,562 226,063 162,944 Restructuring 25,100 -- 25,100 -- ---------- ---------- ---------- ---------- Income from operations 106,900 233,608 903,551 693,932 Interest expense 5,836 4,240 20,733 21,401 Interest income 11,353 9,706 39,618 26,012 ---------- ---------- ---------- ---------- Income from consolidated companies before taxes 112,417 239,074 922,436 698,543 Provision for income taxes 39,345 83,676 322,851 244,490 ---------- ---------- ---------- ---------- Income from consolidated companies 73,072 155,398 599,585 454,053 Equity in net income/loss of joint venture -- -- -- -- ---------- ---------- ---------- ---------- Net income $ 73,072 $ 155,398 $ 599,585 $ 454,053 ---------- ---------- ---------- ---------- Earnings per share $ 0.40 $ 0.84 $ 3.27 $ 2.56 ---------- ---------- ---------- ---------- Average common shares and equivalents 182,699 184,425 183,607 177,348 ---------- ---------- ---------- ---------- 2 APPLIED MATERIALS, INC. CONSOLIDATED CONDENSED BALANCE SHEETS
October 27, October 29, (In thousands) 1996 1995 ---- ---- ASSETS Current assets: Cash and cash equivalents $ 403,888 $ 285,845 Short-term investments 633,744 483,487 Accounts receivable, net 822,384 817,730 Inventories 478,552 427,413 Deferred income taxes 281,586 198,888 Other current assets 72,915 98,250 ---------- ---------- Total current assets 2,693,069 2,311,613 Property, plant and equipment, net 919,038 630,746 Other assets 25,880 23,020 ---------- ---------- Total assets $3,637,987 $2,965,379 ---------- ---------- LIABILITIES Current liabilities: AND Notes payable $ 77,522 $ 61,748 STOCKHOLDERS' Current portion of long-term debt 22,640 21,064 EQUITY Accounts payable and accrued expenses 791,897 659,572 Income taxes payable 43,168 119,347 ---------- ---------- Total current liabilities 935,227 861,731 Long-term debt 275,485 279,807 Deferred income taxes and other non-current obligations 56,850 40,338 ---------- ---------- Total liabilities 1,267,562 1,181,876 ---------- ---------- Stockholders' equity: Common stock 1,802 1,792 Additional paid-in capital 763,376 760,057 Retained earnings 1,599,564 999,979 Cumulative translation adjustments 5,683 21,675 ---------- ---------- Total stockholders' equity 2,370,425 1,783,503 ---------- ---------- Total liabilities and stockholders' equity $3,637,987 $2,965,379 ---------- ----------