Securities Exchange Act of 1934
September 29, 2014
Response of the Office of Chief Counsel
Division of Corporation Finance
Eteris B.V, Applied Materials, Inc. and Tokyo Electron Limited
Incoming letter dated September 29, 2014
Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.
- The Business Combination will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act, and HoldCo will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
- HoldCo may take into account Applied's reporting history under the Exchange Act in determining its eligibility to use Form S-3. Applied's reporting history under the Exchange Act may also be used in determining whether HoldCo "meets the requirements for use of Form S-3" within the meaning of Form S-4.
- HoldCo may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements Securities Act Section 4(a)(3).
These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.
The Incoming Letter is in Acrobat format.