Item 8.01 Other Matters.
On November 18, 2021, we filed with the Securities and Exchange Commission, or
the SEC, a registration statement on Form S-1, or the Resale Registration
Statement, relating to the proposed public offering by certain selling
stockholders of up to 6,281,454 shares, or the Resale Shares, of our common
stock received in connection with our acquisition of Novellus, Inc. in July
2021. All of the Resale Shares are being registered for resale pursuant to a
registration rights agreement dated July 16, 2021, entered between the Company
and the selling stockholders in connection with the acquisition of Novellus,
Inc. We will not receive any proceeds from any Resale Shares sold by the selling
stockholders.
A total of 3,377,690 of the Resale Shares are the subject of lock-up agreements
that we entered into with Matthew Angel and Christopher Rohde, the co-founders
of Novellus, Inc., and their affiliates. Each lock-up agreement extends until
July 2024, provided that up to 75% of the shares of common stock subject to the
lock-up agreements may be released from the lock-up restrictions earlier if the
price of our common stock on The Nasdaq Global Market exceeds specified
thresholds. The terms of the lock-up agreements are not modified in any manner
by the filing of the Resale Registration Statement, and the 3,377,690 Resale
Shares subject to the lock-up agreements will not be available for offer or sale
under the Resale Registration Statement until released from the lock-up
restrictions in accordance with the lock-up agreements.
The remaining 2,903,764 Resale Shares, including a total of 838,402 Resale
Shares beneficially owned by Messrs. Angel and Rohde, are not subject to
contractual lock-up restrictions and are expected to be available for offer and
sale under the Resale Registration Statement upon, and subject to, the Resale
Registration Statement being declared effective by the SEC.
The Resale Registration Statement has been filed with the SEC but has not yet
become effective. The Resale Shares may not be sold, nor may offers to buy be
accepted, prior to the time the Resale Registration Statement becomes effective.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of, Resale Shares
in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction. The proposed offering will be made only by means of
a prospectus.
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