-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V9aCK5QC3U0ywrLWTc5h1vXN9vb4jGPwooKOPgQo1dsHAvU+AUIfgiUXN8SRjIsw pGaNSrZJD850aNDVyMcaQQ== 0001181431-09-058720.txt : 20091224 0001181431-09-058720.hdr.sgml : 20091224 20091224201530 ACCESSION NUMBER: 0001181431-09-058720 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091218 FILED AS OF DATE: 20091224 DATE AS OF CHANGE: 20091224 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SEMITOOL INC CENTRAL INDEX KEY: 0000934550 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 810384392 STATE OF INCORPORATION: MT FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 655 WEST RESERVE DR CITY: KALISPELL STATE: MT ZIP: 59901 BUSINESS PHONE: 4067522107 MAIL ADDRESS: STREET 1: 655 WEST RESERVE DRIVE STREET 2: 655 WEST RESERVE DRIVE CITY: KALISPELL STATE: MT ZIP: 59901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: APPLIED MATERIALS INC /DE CENTRAL INDEX KEY: 0000006951 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] STATE OF INCORPORATION: DC FISCAL YEAR END: 1026 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25424 FILM NUMBER: 091260537 BUSINESS ADDRESS: STREET 1: 3050 BOWERS AVE CITY: SANTA CLARA STATE: CA ZIP: 95054-3299 BUSINESS PHONE: 4087275555 MAIL ADDRESS: STREET 1: 3050 BOWERS AVE CITY: SANTA CLARA STATE: CA ZIP: 95054-3299 FORMER NAME: FORMER CONFORMED NAME: APPLIED MATERIALS TECHNOLOGY INC DATE OF NAME CHANGE: 19730319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jupiter Acquisition Sub, Inc. CENTRAL INDEX KEY: 0001479451 STATE OF INCORPORATION: MT FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25424 FILM NUMBER: 091260536 BUSINESS ADDRESS: STREET 1: C/O APPLIED MATERIALS STREET 2: 3050 BOWERS AVENUE, P.O. BOX 58039 CITY: SANTA CLARA STATE: CA ZIP: 95052-8039 BUSINESS PHONE: (408) 727-5555 MAIL ADDRESS: STREET 1: C/O APPLIED MATERIALS STREET 2: 3050 BOWERS AVENUE, P.O. BOX 58039 CITY: SANTA CLARA STATE: CA ZIP: 95052-8039 3 1 rrd260504.xml FORM 3 X0203 3 2009-12-18 0 0000934550 SEMITOOL INC SMTL 0000006951 APPLIED MATERIALS INC /DE 3050 BOWERS AVENUE SANTA CLARA CA 95054 0 0 1 0 0001479451 Jupiter Acquisition Sub, Inc. 3050 BOWERS AVENUE SANTA CLARA CA 95054 0 0 1 0 COMMON STOCK 32947706 I Beneficially owned through direct, wholly-owned subsidiary In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 16, 2009, by and among Applied Materials, Inc., a Delaware corporation ("Applied"), Jupiter Acquisition Sub, Inc., a Montana corporation and a wholly-owned subsidiary of Applied ("Acquisition Sub"), and Semitool, Inc., a Montana corporation ("Semitool"), on November 19, 2009, Acquisition Sub commenced a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, no par value per share, of Semitool (the "Shares") at a price of $11.00 per Share, without interest thereon and less any required withholding tax, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 19, 2009, and in the related Letter of Transmittal, included as exhibits to the Tender Offer Statement on Schedule TO filed by Applied and Acquisition Sub on such date with the Securities and Exchange Commi ssion. The Offer expired at 12:00 midnight, Eastern Standard Time, on December 17, 2009. An aggregate of 31,383,084 Shares were validly tendered and not properly withdrawn immediately prior to the expiration of the Offer, representing approximately 95% of the Shares outstanding as of December 17, 2009. On December 18, 2009, Acquisition Sub accepted for payment all validly tendered and not properly withdrawn Shares. Following Acquisition Sub's acceptance for payment of all validly tendered and not properly withdrawn Shares, on December 21, 2009, pursuant to the terms of the Merger Agreement, Semitool merged with and into Acquisition Sub (the "Merger") and each Share of Semitool (other than shares owned by Applied or Semitool or by shareholders of Semitool who property assert dissenters' rights under Montana law) was automatically converted into the right to receive $11.00 in cash, without interest thereon and less any required withholding tax. As a result of the Merger, Applied and Jupiter Acquisition Sub acquired beneficial ownership of 32,947,706 Shares, representing 100% of the Shares. APPLIED MATERIALS, INC., By /s/ Joseph J. Sweeney, Senior Vice President, General Counsel and Corporate Secretary 2009-12-21 JUPITER ACQUISITION SUB, INC., By /s/ Thomas T. Edman, President 2009-12-21 -----END PRIVACY-ENHANCED MESSAGE-----