|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
| 1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| APPLIED MATERIALS INC /DE 3050 BOWERS AVENUE SANTA CLARA, CA 95054 |
 |  X |  |  |
| Jupiter Acquisition Sub, Inc. 3050 BOWERS AVENUE SANTA CLARA, CA 95054 |
 |  X |  |  |
| APPLIED MATERIALS, INC., By /s/ Joseph J. Sweeney, Senior Vice President, General Counsel and Corporate Secretary | 12/21/2009 | |
| **Signature of Reporting Person | Date | |
| JUPITER ACQUISITION SUB, INC., By /s/ Thomas T. Edman, President | 12/21/2009 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 16, 2009, by and among Applied Materials, Inc., a Delaware corporation ("Applied"), Jupiter Acquisition Sub, Inc., a Montana corporation and a wholly-owned subsidiary of Applied ("Acquisition Sub"), and Semitool, Inc., a Montana corporation ("Semitool"), on November 19, 2009, Acquisition Sub commenced a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, no par value per share, of Semitool (the "Shares") at a price of $11.00 per Share, without interest thereon and less any required withholding tax, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 19, 2009, and in the related Letter of Transmittal, included as exhibits to the Tender Offer Statement on Schedule TO filed by Applied and Acquisition Sub on such date with the Securities and Exchange Commission. |
| (2) | The Offer expired at 12:00 midnight, Eastern Standard Time, on December 17, 2009. An aggregate of 31,383,084 Shares were validly tendered and not properly withdrawn immediately prior to the expiration of the Offer, representing approximately 95% of the Shares outstanding as of December 17, 2009. On December 18, 2009, Acquisition Sub accepted for payment all validly tendered and not properly withdrawn Shares. |
| (3) | Following Acquisition Sub's acceptance for payment of all validly tendered and not properly withdrawn Shares, on December 21, 2009, pursuant to the terms of the Merger Agreement, Semitool merged with and into Acquisition Sub (the "Merger") and each Share of Semitool (other than shares owned by Applied or Semitool or by shareholders of Semitool who property assert dissenters' rights under Montana law) was automatically converted into the right to receive $11.00 in cash, without interest thereon and less any required withholding tax. As a result of the Merger, Applied and Jupiter Acquisition Sub acquired beneficial ownership of 32,947,706 Shares, representing 100% of the Shares. |