10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1

FOR ANNUAL AND TRANSITION
REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

Commission File Number 000-17157

Novellus Systems, Inc.

(Exact name of Registrant as specified in its charter)

California
(State or other jurisdiction of
incorporation of organization) 77-0024666
(I.R.S. Employer
Identification Number)

4000 North First Street, San Jose, California 95134
(Address of principal executive offices including Zip code)

(408) 943-9700
(Registrant’s telephone number, including area code)

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

None
Securities registered pursuant to Section 12(g) of the Act:

Common Stock, no par value
(Title of Class)

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. R

     Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes R No £

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes £ No R

     As of June 25, 2004 the aggregate market value of voting and non-voting stock held by non-affiliates of the Registrant was $4,313,778,859, based on the average of the high and low price of the Common Stock as reported on the NASDAQ National Market on such date. Shares of Common Stock held by officers, directors and holders of more than 5% of the outstanding Common Stock have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

     The number of shares of the Registrant’s Common Stock outstanding on March 4, 2005 was 140,530,177.

     Documents Incorporated by Reference: Not applicable.

TABLE OF CONTENTS

EXPLANATORY NOTE
PART IV
	Item 15. Exhibits and Financial Statement Schedules
SIGNATURES
EXHIBIT INDEX
EXHIBIT 32.1.1
EXHIBIT 32.2.1

EXPLANATORY NOTE

We are filing this Form 10-K/A Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 as filed on March 15, 2005 (the “Annual Report”) to correct a typographical error in the fiscal year ended date in Exhibits 32.1 and 32.2 to such Annual Report.

PART IV

Item 15. Exhibits and Financial Statement Schedules

     (3) Exhibits (numbered in accordance with Item 601 of Regulation S-K)

32.1.1	Certification of Richard S. Hill, Chairman of the Board of Directors and Chief Executive Officer of Novellus Systems, Inc. dated as of August 31, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2.1	Certification of John Chenault, Vice President and Chief Financial Officer of Novellus Systems, Inc. dated as of August 31, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A Amendment No. 1 to our Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California on this 12th day of September, 2005.

NOVELLUS SYSTEMS, INC.
By:	/s/ Richard S. Hill
	Richard S. Hill
	Chairman of the Board of Directors and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K/A Amendment No. 1 to our Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant in the capacities and on the date indicated.

Signature	Title	Date
/s/ Richard S. Hill Richard S. Hill	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	September 12, 2005
/s/ William H. Kurtz William H. Kurtz	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	September 12, 2005
* Neil R. Bonke	Director	September 12, 2005
* Youssef A. El-Mansy	Director	September 12, 2005
* J. David Litster	Director	September 12, 2005
* Yoshio Nishi	Director	September 12, 2005
* Glen G. Possley	Director	September 12, 2005
* Ann D. Rhoads	Director	September 12, 2005
* William R. Spivey	Director	September 12, 2005
* Delbert Whitaker	Director	September 12, 2005

*By:	/s/ Richard S. Hill
	Richard S. Hill
	Attorney in fact

EXHIBIT INDEX

Exhibit
No.	Description
32.1.1	Certification of Richard S. Hill, Chairman of the Board of Directors and Chief Executive Officer of Novellus Systems, Inc. dated as of August 31, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2.1	Certification of John Chenault, Vice President and Chief Financial Officer of Novellus Systems, Inc. dated as of August 31, 2005 in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  EX-32.1.1 2 f12482a1exv32w1w1.htm EXHIBIT 32.1.1

EXHIBIT 32.1.1

NOVELLUS SYSTEMS, INC.

CERTIFICATION

In connection with the Annual Report of Novellus Systems, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2004 as filed with the Securities and Exchange Commission (the “Report”), I, Richard S. Hill, Chairman of the Board of Directors and Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Dated as of: August 31, 2005	By:	/s/ Richard S. Hill
		Richard S. Hill
		Chairman of the Board of Directors and Chief Executive Officer

EX-32.1.1

exv32w1w1

EX-32.2.1

EXHIBIT 32.2.1

NOVELLUS SYSTEMS, INC.

CERTIFICATION

In connection with the Annual Report of Novellus Systems, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2004 as filed with the Securities and Exchange Commission (the “Report”), I, John Chenault, Vice President and Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Dated as of: August 31, 2005	By:	/s/ John Chenault
		John Chenault
		Vice President and Chief Financial Officer