8-K

UNITED STATES

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): March 29, 2021

Applied Materials, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-06920	94-1655526
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3050 Bowers Avenue

P.O. Box 58039

Santa Clara, CA 95052-8039

(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 727-5555

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share	AMAT	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act).  ☐

Item 8.01 Other Events.

On March 29, 2021, Applied Materials, Inc. (“Applied”) issued a press release announcing that the Share Purchase Agreement, among Applied, Kokusai Electric Corporation, and KKR HKE Investment L.P., as amended, terminated as of March 19, 2021, and Applied is paying KKR a termination fee of $154 million. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Applied dated March 29, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	Applied Materials, Inc. (Registrant)
Date: March 29, 2021	By:	/s/ Teri A. Little
		Teri A. Little
		Senior Vice President, Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

        

Applied Materials Announces Termination of Kokusai Electric Acquisition Agreement

SANTA CLARA, Calif., March 29, 2021 – Applied Materials, Inc. today announced that the amended Kokusai Electric Corporation share purchase agreement with KKR HKE Investment L.P. terminated as of March 19, 2021 as Applied did not receive confirmation of timely approval from the regulator in China. Applied is paying KKR a termination fee of $154 million in cash.

“While we are disappointed that the transaction will not be completed, Applied Materials’ future outlook has never been better,” said Gary Dickerson, president and CEO of Applied Materials. “Our innovations are accelerating our customers’ roadmaps and we have outstanding opportunities to extend our technology leadership, drive profitable growth and deliver attractive cash returns to shareholders.”

About Applied Materials

Applied Materials, Inc. (Nasdaq: AMAT) is the leader in materials engineering solutions used to produce virtually every new chip and advanced display in the world. Our expertise in modifying materials at atomic levels and on an industrial scale enables customers to transform possibilities into reality. At Applied Materials, our innovations make possible the technology shaping the future. Learn more at www.appliedmaterials.com.

# # #

Contact:

Ricky Gradwohl (editorial/media) 408.235.4676    

Michael Sullivan (financial community) 408.986.7977

XML

Document and Entity Information	Mar. 29, 2021
Cover [Abstract]
Entity Registrant Name	APPLIED MATERIALS INC /DE
Amendment Flag	false
Entity Central Index Key	0000006951
Document Type	8-K
Document Period End Date	Mar. 29, 2021
Entity Incorporation State Country Code	DE
Entity File Number	000-06920
Entity Tax Identification Number	94-1655526
Entity Address, Address Line One	3050 Bowers Avenue
Entity Address, Address Line Two	P.O. Box 58039
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95052-8039
City Area Code	(408)
Local Phone Number	727-5555
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $.01 per share
Trading Symbol	AMAT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false