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<SEC-DOCUMENT>0001095811-00-005459.txt : 20001225
<SEC-HEADER>0001095811-00-005459.hdr.sgml : 20001225
ACCESSION NUMBER:		0001095811-00-005459
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20001222
EFFECTIVENESS DATE:		20001222

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			APPLIED MATERIALS INC /DE
		CENTRAL INDEX KEY:			0000006951
		STANDARD INDUSTRIAL CLASSIFICATION:	SPECIAL INDUSTRY MACHINERY, NEC [3559]
		IRS NUMBER:				941655526
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1026

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-52518
		FILM NUMBER:		793885

	BUSINESS ADDRESS:	
		STREET 1:		3050 BOWERS AVE
		CITY:			SANTA CLARA
		STATE:			CA
		ZIP:			95054
		BUSINESS PHONE:		4085632682

	MAIL ADDRESS:	
		STREET 1:		3050 BOWERS AVE
		CITY:			SANTA CLARA
		STATE:			CA
		ZIP:			95054

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	APPLIED MATERIALS TECHNOLOGY INC
		DATE OF NAME CHANGE:	19730319
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>f68139ors-8.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>   1
   As filed with the Securities and Exchange Commission on December 22, 2000

                                                 Registration No. 333-__________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       -----------------------------------

                             APPLIED MATERIALS, INC.
               (Exact name of issuer as specified in its charter)

             Delaware                                  94-1655526
   (State or other jurisdiction          (I.R.S. employer identification number)
of incorporation or organization)


                3050 Bowers Avenue, Santa Clara, California 95054
               (Address of principal executive offices) (Zip Code)

                             APPLIED MATERIALS, INC.
                        2000 GLOBAL EQUITY INCENTIVE PLAN

                                Joseph J. Sweeney
                             Applied Materials, Inc.
                3050 Bowers Avenue, Santa Clara, California 95054
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (408) 727-5555

                                    Copy to:
                              John E. Aguirre, Esq.
                      Wilson Sonsini Goodrich & Rosati, PC
                               650 Page Mill Road
                           Palo Alto, California 94304

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
                                              Proposed
                                               Maximum       Proposed Maximum      Amount of
   Title of Securities to   Amount to be    Offering Price       Aggregate        Registration
       be Registered         Registered*      Per Share**     Offering Price**         Fee**
   ----------------------   ------------    --------------   -----------------    ------------
<S>                         <C>             <C>              <C>                  <C>
     Common Stock*** and      53,500,000       $37.15625     $1,987,859,375.00    $524,795.00
     Options to Purchase        shares
     Common Stock
==============================================================================================
</TABLE>



<PAGE>   2

================================================================================
*       This Registration Statement shall also cover any additional shares of
        the Registrant's Common Stock that become issuable under the Applied
        Materials, Inc. 2000 Global Equity Incentive Plan described herein by
        reason of any stock dividend, stock split, recapitalization or other
        similar transaction effected without the Registrant's receipt of
        consideration that results in an increase in the number of the
        Registrant's outstanding shares of Common Stock.

**      Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(c) under the Securities Act of 1933, on the basis
        of $37.15625 per share, the average of the high and low prices per share
        of the Common Stock on December 21, 2000, as reported by Nasdaq.

***     Includes associated rights (the "Rights") to purchase preferred or
        common stock. Until the occurrence of certain prescribed events, none of
        which has occurred, the Rights are not exercisable.
================================================================================



                                                                               2
<PAGE>   3

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of Applied Materials, Inc. (the
"Registrant") filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); (ii) all other reports
filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the annual report referred to in clause (i) above;
and (iii) the description of the Registrant's common stock set forth in the
Registrant's Registration Statement on Form 8-A relating thereto, including any
amendment or report filed for the purpose of updating such description. All
documents filed by the Registrant after the date of this registration statement
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment (that indicates all securities offered
have been sold or deregisters all securities then remaining unsold), shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Inapplicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Inapplicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (the "Delaware Law")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended. The Registrant's Certificate of Incorporation provides for
indemnification of the Registrant's directors, officers, employees and other
agents to the maximum extent permitted by Delaware Law. In addition, the
Registrant has entered into indemnification agreements with its directors and
certain of its officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8. EXHIBITS

4.1     Applied Materials, Inc. 2000 Global Equity Incentive Plan.

5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1    Consent of Independent Accountants.



                                                                               3
<PAGE>   4

23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation is
        included in Exhibit 5.1 to this Registration Statement.

24.1    Power of Attorney of Officers.

24.2    Power of Attorney of Directors.

99.1    Language re: Israel Exemption.

ITEM 9. UNDERTAKINGS

        (a)     The undersigned Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                        (i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                        (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;

                        (iii) To include any material information with respect
to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

                (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

        (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered



                                                                               4
<PAGE>   5

therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.



                                                                               5
<PAGE>   6

                                   Signatures

THE REGISTRANT


Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California on the 21st day of
December, 2000.

APPLIED MATERIALS, INC.
     (Registrant)

       /s/ Joseph J. Sweeney
- ------------------------------------
          Joseph J. Sweeney
Group Vice President, Legal Affairs
    and Intellectual Property

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
               Signature                            Title                         Date
<S>                                      <C>                               <C>
Principal Executive Officer:


                 *                       Chairman of the Board and         December 21, 2000
- ------------------------------------     Chief Executive Officer
         James C. Morgan


Principal Financial Officer:


                 *                       Executive Vice President,         December 21, 2000
- ------------------------------------     Office of the President,
         Joseph R. Bronson               and Chief Financial Officer


Principal Accounting Officer:


                 *                       Deputy Chief Financial            December 21, 2000
- ------------------------------------     Officer and Corporate
          Nancy H. Handel                Controller
</TABLE>



                                                                               6
<PAGE>   7

<TABLE>
Directors:

<S>                                      <C>                               <C>
                 *                       Chairman of the Board             December 21, 2000
- ------------------------------------     and Director
          James C. Morgan

                 *                       Director                          December 21, 2000
- ------------------------------------
        Michael H. Armacost

                                         Director                          December __, 2000
- ------------------------------------
        Deborah A. Coleman

                 *                       Director                          December 21, 2000
- ------------------------------------
      Herbert M. Dwight, Jr.

                 *                       Director                          December 21, 2000
- ------------------------------------
        Philip V. Gerdine

                 *                       Director                          December 21, 2000
- ------------------------------------
        Tsuyoshi Kawanishi

                 *                       Director                          December 21, 2000
- ------------------------------------
           Paul R. Low

                 *                       Director                          December 21, 2000
- ------------------------------------
           Dan Maydan

                                         Director                          December __, 2000
- ------------------------------------
        Steven L. Miller

                 *                       Director                          December 21, 2000
- ------------------------------------
            Stan Shih
</TABLE>


A majority of the members of the Board of Directors.


* By    /s/ Joseph J. Sweeney
     -------------------------------
          Joseph J. Sweeney
          Attorney-in-Fact



                                                                               7
<PAGE>   8

                                  EXHIBIT INDEX

4.1     Applied Materials, Inc. 2000 Global Equity Incentive Plan.

5.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.

23.1    Consent of Independent Accountants.

23.2    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation is
        included in Exhibit 5.1 to this Registration Statement.

24.1    Power of Attorney of Officers.

24.2    Power of Attorney of Directors.

99.1    Language re: Israel Exemption.



                                                                               8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>f68139orex4-1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 4.1


                             APPLIED MATERIALS, INC.

                        2000 GLOBAL EQUITY INCENTIVE PLAN



<PAGE>   2



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                            <C>
SECTION 1 BACKGROUND, PURPOSE AND DURATION.......................................................1

        1.1    Background and Effective Date.....................................................1

SECTION 2 DEFINITIONS............................................................................1

        2.1    "Affiliate".......................................................................1
        2.2    "Board" or "Board of Directors"...................................................1
        2.3    "Code"............................................................................1
        2.4    "Company".........................................................................1
        2.5    "Committee".......................................................................1
        2.6    "Compensation Committee"..........................................................1
        2.7    "Disability"......................................................................2
        2.8    "Eligible Employee"...............................................................2
        2.9    "Employee"........................................................................2
        2.10   "Exercise Price"..................................................................2
        2.11   "Fair Market Value"...............................................................2
        2.12   "Grant Date"......................................................................2
        2.13   "Nonqualified Stock Option".......................................................2
        2.14   "Option"..........................................................................2
        2.15   "Officer".........................................................................2
        2.16   "Option Agreement"................................................................2
        2.17   "Participant".....................................................................2
        2.18   "Plan"............................................................................2
        2.19   "Retirement"......................................................................2
        2.20   "Shares"..........................................................................3
        2.21   "Termination of Employment".......................................................3

SECTION 3 ADMINISTRATION.........................................................................3

        3.1    The Committee.....................................................................3
        3.2    Authority of the Committee........................................................3
        3.3    Delegation by the Committee.......................................................3
        3.4    Decisions Binding.................................................................3

SECTION 4 SHARES SUBJECT TO THE PLAN.............................................................3

        4.1    Number of Shares..................................................................3
        4.2    Lapsed Options....................................................................3
        4.3    Adjustments in Options and Authorized Shares......................................3

SECTION 5 STOCK OPTIONS..........................................................................4

        5.1    Grant of Options..................................................................4
        5.2    Option Agreement..................................................................4
</TABLE>



                                                                             -i-
<PAGE>   3

                                TABLE OF CONTENTS
                                   (CONTINUED)


<TABLE>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                            <C>
        5.3    Exercise Price....................................................................4
        5.4    Expiration of Options.............................................................4
        5.5    Exercisability of Options.........................................................5
        5.6    Payment...........................................................................5
        5.7    Restrictions on Share Transferability.............................................5

SECTION 6 MISCELLANEOUS..........................................................................6

        6.1    No Effect on Employment...........................................................6
        6.2    Indemnification...................................................................6
        6.3    Successors........................................................................6
        6.4    Beneficiary Designations..........................................................6
        6.5    Nontransferability of Options.....................................................6
        6.6    No Rights as Stockholder..........................................................7

SECTION 7 AMENDMENT, TERMINATION, AND DURATION...................................................7

        7.1    Amendment, Suspension, or Termination.............................................7
        7.2    Duration of the Plan..............................................................7

SECTION 8 TAX WITHHOLDING........................................................................7

        8.1    Withholding Requirements..........................................................7
        8.2    Withholding Arrangements..........................................................7

SECTION 9 LEGAL CONSTRUCTION.....................................................................8

        9.1    Gender and Number.................................................................8
        9.2    Severability......................................................................8
        9.3    Requirements of Law...............................................................8
        9.4    Governing Law.....................................................................8
        9.5    Captions..........................................................................8
</TABLE>


                                                                            -ii-
<PAGE>   4

                             APPLIED MATERIALS, INC

                        2000 GLOBAL EQUITY INCENTIVE PLAN

        APPLIED MATERIALS, INC., hereby adopts the Applied Materials, Inc. 2000
Global Equity Incentive Plan, as follows:

                                    SECTION 1
                        BACKGROUND, PURPOSE AND DURATION

        1.1 Background and Effective Date. The Plan is effective as of June 21,
2000. The Plan is intended to retain and motivate eligible employees to
contribute to the Company's success by providing for the grant of nonqualified
stock options to such employees in recognition of their commitment and
dedication to the Company. The Plan also is intended to further the growth and
profitability of the Company.

                                    SECTION 2
                                   DEFINITIONS

        The following words and phrases shall have the following meanings unless
a different meaning is plainly required by the context:

        2.1 "Affiliate" means any corporation or any other entity (including,
but not limited to, partnerships and joint ventures) controlling, controlled by,
or under common control with the Company.

        2.2 "Board" or "Board of Directors" means the Board of Directors of the
Company.

        2.3 "Code" means the Internal Revenue Code of 1986, as amended.
Reference to a specific section of the Code or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.

        2.4 "Company" means Applied Materials, Inc., a Delaware corporation, or
any successor thereto.

        2.5 "Committee" means the committee appointed by the Compensation
Committee (pursuant to Section 3.1) to administer the Plan. As of the effective
date of the Plan and until otherwise determined by the Compensation Committee,
the Committee shall consist of the Chairman of the Board.

        2.6 "Compensation Committee" means the Human Resources and Compensation
Committee of the Board.



<PAGE>   5

        2.7 "Disability" means a permanent and total disability as determined by
the Committee in accordance with uniform and non-discriminatory standards
adopted by the Committee (in its discretion) from time to time.

        2.8 "Eligible Employee" means an Employee who is not an Officer or a
member of the Board of Directors.

        2.9 "Employee" means any employee of the Company or of an Affiliate.

        2.10 "Exercise Price" means the price at which a Share may be purchased
by a Participant pursuant to the exercise of an Option.

        2.11 "Fair Market Value" means the last quoted per share selling price
for Shares on the relevant date, or if there were no sales on such date, the
arithmetic mean of the highest and lowest quoted selling prices on the nearest
day before and the nearest day after the relevant date, as determined by the
Committee. Notwithstanding the preceding, for federal, state, and local income
tax purposes, fair market value shall be determined by the Committee (or its
delegate) in accordance with uniform and nondiscriminatory standards adopted
from time to time.

        2.12 "Grant Date" means, with respect to an Option, the date that the
Option is granted. The Grant Date shall be no earlier than the date on which the
Committee approves the grant of the Option.

        2.13 "Nonqualified Stock Option" means an option to purchase Shares
which is not intended to meet the requirements of Section 422 of the Code.

        2.14 "Option" means a Nonqualified Stock Option.

        2.15 "Officer" means an officer of the Company.

        2.16 "Option Agreement" means the written agreement setting forth the
terms and provisions applicable to each Option granted under the Plan.

        2.17 "Participant" means an Employee who has an outstanding Option.

        2.18 "Plan" means the Applied Materials, Inc. 2000 Global Equity
Incentive Plan, as set forth in this instrument and as hereafter amended from
time to time.

        2.19 "Retirement" means a Termination of Employment by an Employee who
at the time of the Termination has both (a) attained at least age 60, and (b)
completed at least 10 Years of Service. For this purpose, "Years of Service"
means the number of full months from the Employee's latest hire date with the
Company or an Affiliate to the date in question, divided by 12. The Employee's
latest hire date shall be determined after giving effect to the non-401(k) Plan
principles of North American Human Resources Policy No. 2-06, Re-Employment of
Former Employees/Bridging of Service, as such Policy may be amended or
superseded from time to time.



                                                                             -2-
<PAGE>   6

        2.20 "Shares" means the shares of common stock of the Company.

        2.21 "Termination of Employment" means a cessation of the
employee-employer relationship between an Eligible Employee and the Company or
an Affiliate for any reason, including, but not by way of limitation, a
termination by resignation, discharge, death, Disability, Retirement, or the
disaffiliation of an Affiliate, but excluding any such termination where there
is a simultaneous reemployment by the Company or an Affiliate.

                                    SECTION 3
                                 ADMINISTRATION

        3.1 The Committee. The Plan shall be administered by the Committee. The
members of the Committee shall be appointed from time to time by, and shall
serve at the pleasure of, the Compensation Committee.

        3.2 Authority of the Committee. It shall be the duty of the Committee to
administer the Plan in accordance with the Plan's provisions. The Committee
shall have all powers and discretion necessary or appropriate to administer the
Plan and to control its operation, including, but not limited to, the power to
(a) prescribe the terms and conditions of the Options, (b) interpret the Plan
and the Options, (c) adopt such sub-plans or rules as may be necessary or
appropriate to permit participation in the Plan by Eligible Employees who are
not United States citizens or residents, (d) adopt rules for the administration,
interpretation and application of the Plan as are consistent therewith, and (e)
interpret, amend or revoke any such rules.

        3.3 Delegation by the Committee. The Committee, in its sole discretion
and on such terms and conditions as it may provide, may delegate all or any part
of its authority and powers under the Plan to one or more Officers or members of
the Board.

        3.4 Decisions Binding. All determinations and decisions made by the
Committee, the Board, the Compensation Committee, and any delegate thereof
pursuant to the provisions of the Plan shall be final, conclusive, and binding
on all persons, and shall be given the maximum deference permitted by law.

                                    SECTION 4
                           SHARES SUBJECT TO THE PLAN

        4.1 Number of Shares. Subject to adjustment as provided in Section 4.3,
the total number of Shares available for grant under the Plan shall not exceed
53,500,000. Shares granted under the Plan may be either authorized but unissued
Shares or treasury Shares.

        4.2 Lapsed Options. If an Option terminates, expires, or lapses for any
reason, any Shares subject to such Option shall again be available to be the
subject of another Option.

        4.3 Adjustments in Options and Authorized Shares. In the event of any
merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, split-up, Share



                                                                             -3-
<PAGE>   7

combination, or other change in the corporate structure of the Company affecting
the Shares, the Committee shall adjust the number and class of Shares which may
be delivered under the Plan, and the number, class, and price of Shares subject
to outstanding Options, in such manner as the Committee (in its sole discretion)
shall determine to be appropriate to prevent the dilution or diminution of such
Options. Notwithstanding the preceding, the number of Shares subject to any
Option always shall be a whole number.

                                    SECTION 5
                                  STOCK OPTIONS

        5.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to Eligible Employees at any time and from time to time
as determined by the Committee in its sole discretion. The Committee, in its
sole discretion, shall determine the number of Shares subject to each Option.

        5.2 Option Agreement. Each Option shall be evidenced by an Option
Agreement that shall specify the Exercise Price, the expiration date of the
Option, the number of Shares to which the Option pertains, any conditions to the
exercise of the Option and such other terms and conditions as the Committee, in
its discretion, shall determine. The Option Agreement also shall specify that
the Option is intended to be a Nonqualified Stock Option.

        5.3 Exercise Price. Subject to the provisions of this Section 5.3, the
Exercise Price for each Option shall be determined by the Committee in its sole
discretion.

                5.3.1 Options. The Exercise Price shall be not less than one
hundred percent (100%) of the Fair Market Value of a Share on the Grant Date,
except to the limited extent provided in Section 5.3.2.

                5.3.2 Substitute Options. Notwithstanding the provisions of
Sections 5.3.1., in the event that the Company or an Affiliate consummates a
transaction described in Section 424(a) of the Code (e.g., the acquisition of
property or stock from an unrelated corporation), persons who become Employees
on account of such transaction may be granted Options in substitution for
options granted by their former employer. If such substitute Options are
granted, the Committee, in its sole discretion and consistent with the
principles of Section 424(a) of the Code, may determine that such substitute
Options shall have an Exercise Price less than one hundred percent (100%) of the
Fair Market Value of the Shares on the Grant Date.

        5.4 Expiration of Options.

                5.4.1 Expiration Dates. Each Option shall terminate no later
than the first to occur of the following events:

                        (a) The date for termination of the Option set forth in
the written Option Agreement; or



                                                                             -4-
<PAGE>   8

                        (b) The expiration of ten (10) years from the Grant
Date; or

                        (c) The expiration of one (1) year from the date of the
Participant's Termination of Employment for a reason other than the
Participant's death, Disability or Retirement; or

                        (d) The expiration of three (3) years from the date of
the Participant's Termination of Employment by reason of Disability; or

                        (e) The expiration of three (3) years from the date of
the Participant's Retirement.

                5.4.2 Death of Participant. Notwithstanding Section 5.4.1, if a
Participant dies prior to the expiration of his or her Options, the Committee,
in its discretion, may provide that his or her Options shall be exercisable for
up to three (3) years after the date of death.

                5.4.3 Committee Discretion. Subject to the limits of Sections
5.4.1 and 5.4.2, the Committee, in its sole discretion, (a) shall provide in
each Option Agreement when each Option expires and becomes unexercisable, and
(b) may, after an Option is granted, extend the maximum term of the Option.

        5.5 Exercisability of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall determine in its sole discretion.

        5.6 Payment. Options shall be exercised by the Participant's delivery of
a notice of exercise (satisfactory to the Committee) to the Company's Stock
Administration Department (or its designee), setting forth the number of Shares
with respect to which the Option is to be exercised, accompanied by full payment
for the Shares to be purchased.

                5.6.1 Permissible Methods. Upon the exercise of any Option, the
Exercise Price shall be payable to the Company in full (in United States
dollars) in cash or its equivalent. The Committee, in its sole discretion, also
may permit exercise (a) by tendering previously acquired Shares (and held for at
least 6 months, if acquired pursuant to an exercise of stock options) having an
aggregate Fair Market Value at the time of exercise equal to the total Exercise
Price, or (b) by any other means which the Committee, in its sole discretion,
determines to both provide legal consideration for the Shares, and to be
consistent with the purposes of the Plan.

                5.6.2 Delivery of Shares. As soon as administratively
practicable after receipt of a satisfactory notice of exercise and full payment
for the Shares purchased, the Company shall deliver to the Participant (or the
Participant's designated broker), Share certificates (which may be in book entry
form) representing such Shares.

        5.7 Restrictions on Share Transferability. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option as it
may deem advisable, including,



                                                                             -5-
<PAGE>   9

but not limited to, restrictions related to applicable federal securities laws,
the requirements of any national securities exchange or system upon which Shares
are then listed or traded, or any blue sky or state securities laws.

                                    SECTION 6
                                  MISCELLANEOUS

        6.1 No Effect on Employment. Nothing in the Plan shall interfere with or
limit in any way the right of the Company or any of its Affiliates to terminate
any Participant's employment or service at any time, with or without cause. For
purposes of the Plan, the transfer of employment of a Participant between the
Company and any one of its Affiliates (or between Affiliates) shall not be
deemed a Termination of Employment. Employment or service with the Company and
its Affiliates is on an at-will basis only.

        6.2 Indemnification. The Committee, the Compensation Committee, and each
person who is or shall have been a member of the Board, shall be indemnified and
held harmless by the Company against and from (a) any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action taken or failure to act under the Plan or any Option Agreement,
and (b) from any and all amounts paid by him or her in settlement thereof, with
the Company's approval, or paid by him or her in satisfaction of any judgment in
any such claim, action, suit, or proceeding against him or her, provided he or
she shall give the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such persons may be entitled under
the Company's Certificate of Incorporation or Bylaws, by contract, as a matter
of law, or otherwise, or under any power that the Company may have to indemnify
them or hold them harmless.

        6.3 Successors. All obligations of the Company under the Plan, with
respect to Options granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business or assets of the Company.

        6.4 Beneficiary Designations. If permitted by the Committee (in its sole
discretion), a Participant under the Plan may name a beneficiary or
beneficiaries to whom any vested but unpaid Option shall be paid in the event of
the Participant's death. Each such designation shall revoke all prior
designations by the Participant and shall be effective only if given in a form
and manner acceptable to the Committee. In the absence of any such designation,
any vested benefits remaining unpaid at the Participant's death shall be paid to
the Participant's estate and, subject to the terms of the Plan and of the
applicable Option Agreement, any unexercised vested Option may be exercised by
the administrator or executor of the Participant's estate.

        6.5 Nontransferability of Options. No Option granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will, by the



                                                                             -6-
<PAGE>   10

laws of descent and distribution, or to the limited extent provided in Section
6.4. All rights with respect to an Option granted to a Participant shall be
available during his or her lifetime only to the Participant. Notwithstanding
the foregoing, the Participant may, in a manner specified by the Committee,
transfer an Option to a Participant's spouse, former spouse or dependent
pursuant to a court-approved domestic relations order which relates to the
provision of child support, alimony payments or marital property rights.

        6.6 No Rights as Stockholder. No Participant (nor any beneficiary) shall
have any of the rights or privileges of a stockholder of the Company with
respect to any Shares issuable pursuant to an Option, unless and until
certificates (or a book entry) representing such Shares shall have been issued,
recorded on the records of the Company or its transfer agents or registrars, and
delivered to the Participant (or beneficiary).

                                    SECTION 7
                      AMENDMENT, TERMINATION, AND DURATION

        7.1 Amendment, Suspension, or Termination. The Board or the Compensation
Committee, each in its sole discretion, may amend or terminate the Plan, or any
part thereof, at any time and for any reason. The amendment, suspension, or
termination of the Plan shall not, without the consent of the Participant, alter
or impair any rights or obligations under any Option theretofore granted to such
Participant. No Option may be granted during any period of suspension or after
termination of the Plan.

        7.2 Duration of the Plan. The Plan shall commence on the date specified
herein, and subject to Section 7.1 (regarding the Board's or the Compensation
Committee's right to amend or terminate the Plan), shall remain in effect
thereafter.

                                    SECTION 8
                                 TAX WITHHOLDING

        8.1 Withholding Requirements. Prior to the delivery of any Shares
pursuant to an Option, the Company shall have the power and the right to deduct
or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes (including the
Participant's FICA obligation) required to be withheld with respect to such
Option (or exercise thereof).

        8.2 Withholding Arrangements. The Committee, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit or
require a Participant to satisfy all or part of the tax withholding obligations
in connection with an Option by delivering to the Company already-owned Shares
having a Fair Market Value equal to the amount required to be withheld. The
amount so withheld shall not exceed the amount determined by using the minimum
federal, state or local statutory withholding rates applicable to the
Participant with respect to the Option on the date that the amount of tax to be
withheld is to be determined. The Fair Market Value of the Shares to be withheld
or delivered shall be determined as of the date that the taxes are required to
be withheld.



                                                                             -7-
<PAGE>   11

                                    SECTION 9
                               LEGAL CONSTRUCTION

        9.1 Gender and Number. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

        9.2 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

        9.3 Requirements of Law. The granting of Options and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges, as may be required.

        9.4 Governing Law. The Plan and all Option Agreements shall be construed
in accordance with and governed by the laws of the State of California (with the
exception of its conflict of laws provisions).

        9.5 Captions. Captions are provided herein for convenience only, and
shall not serve as a basis for interpretation or construction of the Plan.



                                                                             -8-
<PAGE>   12

                                    EXECUTION

        IN WITNESS WHEREOF, Applied Materials, Inc., by its duly authorized
Officer, has executed the Plan as of the date indicated below.

                                                   APPLIED MATERIALS, INC.


Dated:  December ___, 2000                         By:
                                                      --------------------------
                                                       Title:


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>f68139orex5-1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>

<PAGE>   1

                                                                     EXHIBIT 5.1

                                December 21, 2000





Applied Materials, Inc.
3050 Bowers Avenue
Santa Clara, California  95054

        Re:     Registration Statement on Form S-8/Applied Materials, Inc. 2000
                Global Equity Incentive Plan

Ladies and Gentlemen:

        At your request, we are rendering this opinion in connection with the
proposed issuance of an aggregate of 53,500,000 shares of common stock (the
"Common Stock") of Applied Materials, Inc., a Delaware corporation (the
"Company"), and related options under the Applied Materials, Inc. 2000 Global
Equity Incentive Plan (the "Plan").

        We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates we have
reviewed.

        Based on such examination, we are of the opinion that the 53,500,000
shares of Common Stock to be issued by the Company pursuant to the Plan are
validly authorized shares of Common Stock and, when issued in accordance with
the provisions of the Plan, will be legally issued, fully paid and
nonassessable.

        We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this opinion as an exhibit or
otherwise.


                                Very truly yours,

                                /s/ Wilson Sonsini Goodrich & Rosati, PC

                                WILSON SONSINI GOODRICH & ROSATI,
                                 Professional Corporation



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>f68139orex23-1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 17, 1999 relating to the
financial statements, which appears in the 1999 Annual Report to Stockholders of
Applied Materials, Inc., which is incorporated by reference in Applied
Materials, Inc.'s Annual Report on Form 10-K for the year ended October 31,
1999. We also consent to the incorporation by reference of our report dated
November 17, 1999 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

San Jose, California
December 21, 2000



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>5
<FILENAME>f68139orex24-1.txt
<DESCRIPTION>EXHIBIT 24.1
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 24.1


                          POWER OF ATTORNEY OF OFFICERS

        Each of the undersigned officers of Applied Materials, Inc., a Delaware
corporation (the "Company"), hereby constitutes and appoints James C. Morgan,
Joseph R. Bronson, Joseph J. Sweeney and Nancy H. Handel, each of them with
power to act alone, his or her true and lawful attorney-in-fact, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to execute a Registration Statement or
Registration Statements on Form S-8 or other appropriate form, under the
Securities Act of 1933, as amended, relating to up to 53,500,000 shares of
Common Stock of the Company issuable under the Applied Materials, Inc. 2000
Global Equity Incentive Plan, and any and all amendments (including
post-effective amendments) to such Registration Statement, and to file such
Registration Statement and any and all amendments thereto, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing necessary or desirable
to be done in and about the premises, as fully to all intents and purposes, as
he or she might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact or his substitute or substitutes may lawfully do or cause
to be done by virtue hereof.

        IN WITNESS WHEREOF, we have hereunto set our hands this 15th day of
December, 2000.


/s/ Joseph R. Bronson
- -------------------------------------------------
Joseph R. Bronson
Senior Vice President, Office of the President
and Chief Financial Officer


/s/ Nancy H. Handel
- -------------------------------------------------
Nancy H. Handel
Deputy Chief Financial Officer and
Corporate Controller



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.2
<SEQUENCE>6
<FILENAME>f68139orex24-2.txt
<DESCRIPTION>EXHIBIT 24.2
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 24.2


                         POWER OF ATTORNEY OF DIRECTORS

        Each of the undersigned directors of Applied Materials, Inc., a Delaware
corporation (the "Company"), hereby constitutes and appoints James C. Morgan,
Joseph R. Bronson and Joseph J. Sweeney and each of them with power to act
alone, his or her true and lawful attorney-in-fact, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to execute a Registration Statement or
Registration Statements on Form S-8 or other appropriate form, under the
Securities Act of 1933, as amended, relating to up to 53,500,000 shares of
Common Stock of the Company issuable under the Applied Materials, Inc. 2000
Global Equity Incentive Plan, and any and all amendments (including
post-effective amendments) to such Registration Statement, and to file such
Registration Statement and any and all amendments thereto, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing necessary or desirable
to be done in and about the premises, as fully to all intents and purposes, as
he or she might or could do in person, thereby ratifying and confirming all that
said attorney-in-fact or his substitute or substitutes may lawfully do or cause
to be done by virtue hereof.

        IN WITNESS WHEREOF, we have hereunto set our hands this 14th day of
December, 2000.


     /s/ Michael H. Armacost                        /s/ Paul R. Low
- ------------------------------------        ------------------------------------
         Michael H. Armacost                            Paul R. Low

                                                     /s/ Dan Maydan
- ------------------------------------        ------------------------------------
        Deborah A. Coleman                               Dan Maydan

    /s/ Herbert M. Dwight, Jr.
- ------------------------------------        ------------------------------------
        Herbert M. Dwight, Jr.                       Steven L. Miller.

      /s/ Philip V. Gerdine                         /s/ James C. Morgan
- ------------------------------------        ------------------------------------
          Philip V. Gerdine                             James C. Morgan

      /s/ Tsuyoshi Kawanishi                          /s/ Stan Shih
- ------------------------------------        ------------------------------------
          Tsuyoshi Kawanishi                              Stan Shih


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>7
<FILENAME>f68139orex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 99.1


                          LANGUAGE RE: ISRAEL EXEMPTION


        Applied Materials, Inc. has obtained from the Securities Authority of
the State of Israel an exemption from the obligation to publish this prospectus
in the manner required pursuant to the prevailing laws of the State of Israel.
Nothing in such exemption of the Securities Authority of the State of Israel
shall be construed as authenticating the matters contained in this prospectus or
as an approval of their reliability or adequacy or an expression of opinion as
to the quality of the securities hereby offered.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
