8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 28, 2005

NOVELLUS SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

California
(State or Other Jurisdiction of Incorporation)

0-17157
(Commission File Number) 77-0024666
(I.R.S. Employer Identification No.)

4000 North First Street, San Jose, California
(Address of Principal Executive Offices) 95134
(Zip Code)

(408) 943-9700
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(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 (see General Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 5.02(b).
	Item 5.02(c).
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Item 5.02(b).

Kevin S. Royal, Vice President and Chief Financial Officer of the Company, resigned his positions as principal financial and principal accounting officer of the Company, effective April 28, 2005.

Item 5.02(c).

On April 28, 2005, the Company announced that John Chenault has been appointed to the position of interim Chief Financial Officer, in which capacity he will perform the functions of principal financial and principal accounting officer of the Company.

Since joining the Company in September 1991, Mr. Chenault has held numerous positions, including Executive Vice President, Business Operations from July 1997 to January 2002 and Executive Vice President, Worldwide Sales and Service from February 2002 to August 2003. From September 2003 to February 2005, Mr. Chenault served as Vice President, Operations and Administration, and is currently Vice President, Corporate Development. Mr. Chenault holds a Bachelor of Business degree in Economics and a Masters degree in Business Administration from Western Illinois University.

A copy of the press release announcing Mr. Chenault’s appointment is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit
Number	Description
99.1	Novellus Systems, Inc. Press Release dated April 28, 2005.

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.

NOVELLUS SYSTEMS, INC.
By:	/s/ Kent S. Nagel
	Kent S. Nagel
	Vice President

Date: April 28, 2005

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Novellus Systems, Inc. Press Release dated April 28, 2005.

EX-99.1

Exhibit 99.1

Contact:	Matthew Grech
	Vice President of Investment and Investor Relations
	Novellus Systems, Inc.
	(408) 943-9700

FOR IMMEDIATE RELEASE

NOVELLUS ANNOUNCES THE APPOINTMENT OF JOHN CHENAULT AS INTERIM CHIEF FINANCIAL OFFICER

SAN JOSE, Calif., April 28, 2005 — Novellus Systems, Inc. (Nasdaq NM: NVLS), today announced the appointment of John Chenault as interim Chief Financial Officer. Since joining the company in 1991, Chenault has served in a variety of executive management positions, including Executive Vice President of Business Operations and Executive Vice President of Worldwide Sales and Service. Chenault holds a Bachelor of Business degree in Economics and a Masters degree in Business Administration from Western Illinois University.

“I am pleased with John’s appointment to this position because he has been instrumental in the company’s growth and is committed to driving financial results,” said Richard Hill, Chairman and Chief Executive Officer. “John is one of the most financially astute executives here at the company.”

Kevin Royal, the departing Chief Financial Officer, has advised the company that he will be leaving to take the position of chief financial officer at an internet security company.

“We appreciate Kevin’s contributions to Novellus and his years of service. We wish him well in his future endeavors,” said Hill. “Kevin has developed a strong finance organization that will assist in a smooth transition and I’m looking forward to building upon that foundation,” added Mr. Chenault.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995:

The statement regarding the expectation that Novellus’ finance organization will assist in a smooth transition, as well as other matters discussed in this news release that are not purely historical data, are forward-looking statements. The forward-looking statements involve risks and uncertainties, including, but not limited to, Novellus’ inability to successfully retain key finance personnel, and other risks indicated in our filings with the Securities and Exchange Commission (SEC). Actual results could differ materially. We do not assume, and expressly disclaim, any obligation to update this information. For more details, please refer to our SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2004.

About Novellus:
Novellus Systems, Inc., an S&P 500 company, manufactures, markets and services advanced deposition, surface preparation and chemical mechanical planarization equipment for today’s advanced integrated circuits. Our products are designed for high-volume production of advanced, leading-edge semiconductor devices at the lowest possible cost. Headquartered in San Jose, Calif., with subsidiaries throughout the United States, as well as in the United Kingdom, France, Germany, the Netherlands, Ireland, Israel, Italy, India, China, Japan, Korea, Malaysia, Singapore and Taiwan, we are a publicly traded company on the Nasdaq stock exchange (Nasdaq: NVLS) and a component of the Nasdaq-100 Index^®. Additional information about Novellus is available on our home page at www.novellus.com

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