NVLS » Topics » PART III

These excerpts taken from the NVLS 10-K filed Feb 27, 2009.

PART I

The following information should be read in conjunction with the Consolidated Financial Statements and notes thereto included in this Annual Report on Form 10-K.

 

Item 1. Business

PART I

FACE="Times New Roman" SIZE="2">The following information should be read in conjunction with the Consolidated Financial Statements and notes thereto included in this Annual Report on Form 10-K.

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Item 1.Business

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

PART II

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Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
STYLE="margin-top:12px;margin-bottom:0px">Stock Information

Novellus’ common stock is traded on The
NASDAQ Stock Market and is quoted on the NASDAQ Global Select Market (formerly the Nasdaq National Market) under the symbol “NVLS.” The following table sets forth the closing high and low prices of our common stock as reported by the
NASDAQ Global Select Market for the periods indicated:

 



































































































   2008
   High  Low

First Quarter

  $26.63  $20.99

Second Quarter

   23.89   20.29

Third Quarter

   23.01   19.16

Fourth Quarter

   19.64   10.46
   2007
   High  Low

First Quarter

  $34.82  $29.96

Second Quarter

   33.85   28.37

Third Quarter

   33.03   25.90

Fourth Quarter

   28.72   25.65

As of February 24, 2009, there were 741 holders of record of our common stock. We have not paid cash
dividends on our common stock since inception, and our Board of Directors presently plans to use the cash generated from operations to reinvest in the business and to repurchase common shares. Accordingly, it is anticipated that no cash dividends
will be paid to holders of common stock in the foreseeable future.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item is included under (i) “Proposal No. 1: Election of Directors” as it relates to members of our Board of Directors, including our Audit Committee and our Audit Committee financial experts, our code of ethics, any changes to procedures by which security holders may recommend nominees to our Board of Directors, (ii) “Other Information — Executive Officers” as it relates to our executive officers, and (iii) “Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance” as it relates to information concerning Section 16(a) beneficial ownership reporting compliance, in our Proxy Statement, to be filed in connection with our 2009 Annual Meeting of Shareholders, and is incorporated herein by reference.

 

Item 11. Executive Compensation

The information required by this item is included under (i) “Other Information — Compensation Discussion and Analysis” as it relates to compensation of our executive, (ii) “Proposal No. 1: Election of Directors” as it relates to our Compensation Committee disclosure pursuant to Item 407(e)(4), and (iii) “Compensation Committee Report” as it relates to disclosure pursuant to Item 407(e)(5) in our Proxy Statement, to be filed in connection with our 2009 Annual Meeting of Shareholders, and is incorporated herein by reference.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by this item is included under (i) “Other Information — Security Ownership of Certain Beneficial Owners and Management” as it relates to security ownership of certain beneficial owners and management, and (ii) “Other Information — Equity Compensation Plan Information” as it relates to our equity compensation plans, in our Proxy Statement, to be filed in connection with our 2009 Annual Meeting of Shareholders, and is incorporated herein by reference.

 

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Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is included under “Proposal No. 1: Election of Directors” and “Other Information — Certain Relationships and Related Transactions” in our Proxy Statement, to be filed in connection with our 2009 Annual Meeting of Shareholders, and is incorporated herein by reference.

 

Item 14. Principal Accountant Fees and Services

The information required by this item is included under “Proposal No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm — Audit and Non-Audit Fees” in our Proxy Statement, to be filed in connection with our 2009 Annual Meeting of Shareholders, and is incorporated herein by reference.

These excerpts taken from the NVLS 10-K filed Feb 29, 2008.
PART III
 
Item 10.   Directors, Executive Officers and Corporate Governance
 
The information required by this item is included under (i) “Proposal No. 1: Election of Directors” as it relates to members of our Board of Directors, including our Audit Committee and our Audit Committee financial experts, our code of ethics, any changes to procedures by which security holders may recommend nominees to our Board of Directors, (ii) “Other Information — Executive Officers” as it relates to our executive officers, and (iii) “Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance” as it relates to information concerning Section 16(a) beneficial ownership reporting compliance, in our Proxy Statement, to be filed in connection with our 2008 Annual Meeting of Shareholders, and is incorporated herein by reference.
 
Item 11.   Executive Compensation
 
The information required by this item is included under (i) “Other Information — Compensation Discussion and Analysis” as it relates to compensation of our executive, (ii) “Proposal No. 1: Election of Directors” as it relates to our Compensation Committee disclosure pursuant to Item 407(e)(4), and (iii) “Compensation Committee Report” as it relates to disclosure pursuant to Item 407(e)(5) in our Proxy Statement, to be filed in connection with our 2008 Annual Meeting of Shareholders, and is incorporated herein by reference.
 
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
 
The information required by this item is included under (i) “Other Information — Security Ownership of Certain Beneficial Owners and Management” as it relates to security ownership of certain beneficial owners and management, and (ii) “Other Information — Equity Compensation Plan Information” as it relates to our equity compensation plans, in our Proxy Statement, to be filed in connection with our 2008 Annual Meeting of Shareholders, and is incorporated herein by reference.


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Table of Contents

Item 13.   Certain Relationships and Related Transactions, and Director Independence
 
The information required by this item is included under “Proposal No. 1: Election of Directors” and “Other Information — Certain Relationships and Related Transactions” in our Proxy Statement, to be filed in connection with our 2008 Annual Meeting of Shareholders, and is incorporated herein by reference.
 
Item 14.   Principal Accountant Fees and Services
 
The information required by this item is included under “Proposal No. 2: Ratification and Approval of Appointment of Independent Registered Public Accounting Firm — Audit and Non-Audit Fees” in our Proxy Statement, to be filed in connection with our 2008 Annual Meeting of Shareholders, and is incorporated herein by reference.
 
PART III


 















Item 10.  

Directors,
Executive Officers and Corporate Governance



 



The information required by this item is included under
(i) “Proposal No. 1: Election of
Directors” as it relates to members of our Board of
Directors, including our Audit Committee and our Audit Committee
financial experts, our code of ethics, any changes to procedures
by which security holders may recommend nominees to our Board of
Directors, (ii) “Other Information —
Executive Officers” as it relates to our executive
officers, and (iii) “Other Matters —
Section 16(a) Beneficial Ownership Reporting
Compliance” as it relates to information concerning
Section 16(a) beneficial ownership reporting compliance, in
our Proxy Statement, to be filed in connection with our 2008
Annual Meeting of Shareholders, and is incorporated herein by
reference.


 















Item 11.  

Executive
Compensation



 



The information required by this item is included under
(i) “Other Information — Compensation
Discussion and Analysis” as it relates to compensation of
our executive, (ii) “Proposal No. 1:
Election of Directors” as it relates to our Compensation
Committee disclosure pursuant to Item 407(e)(4), and
(iii) “Compensation Committee Report” as it
relates to disclosure pursuant to Item 407(e)(5) in our
Proxy Statement, to be filed in connection with our 2008 Annual
Meeting of Shareholders, and is incorporated herein by reference.


 















Item 12.  

Security
Ownership of Certain Beneficial Owners and Management and
Related Shareholder Matters



 



The information required by this item is included under
(i) “Other Information — Security Ownership
of Certain Beneficial Owners and Management” as it relates
to security ownership of certain beneficial owners and
management, and (ii) “Other Information —
Equity Compensation Plan Information” as it relates to our
equity compensation plans, in our Proxy Statement, to be filed
in connection with our 2008 Annual Meeting of Shareholders, and
is incorporated herein by reference.





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Table of Contents


















Item 13.  

Certain
Relationships and Related Transactions, and Director
Independence



 



The information required by this item is included under
“Proposal No. 1: Election of Directors” and
“Other Information — Certain Relationships and
Related Transactions” in our Proxy Statement, to be filed
in connection with our 2008 Annual Meeting of Shareholders, and
is incorporated herein by reference.


 















Item 14.  

Principal
Accountant Fees and Services



 



The information required by this item is included under
“Proposal No. 2: Ratification and Approval of
Appointment of Independent Registered Public Accounting
Firm — Audit and Non-Audit Fees” in our Proxy
Statement, to be filed in connection with our 2008 Annual
Meeting of Shareholders, and is incorporated herein by reference.


 




PART III
 
Item 10.   Directors, Executive Officers and Corporate Governance
 
The information required by this item is included under (i) “Proposal No. 1: Election of Directors” as it relates to members of our Board of Directors, including our Audit Committee and our Audit Committee financial experts, our code of ethics, any changes to procedures by which security holders may recommend nominees to our Board of Directors, (ii) “Other Information — Executive Officers” as it relates to our executive officers, and (iii) “Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance” as it relates to information concerning Section 16(a) beneficial ownership reporting compliance, in our Proxy Statement, to be filed in connection with our 2007 Annual Meeting of Shareholders, and is incorporated herein by reference.
 
Item 11.   Executive Compensation
 
The information required by this item is included under (i) “Other Information — Compensation Discussion and Analysis” as it relates to compensation of our executive, (ii) “Proposal No. 1: Election of Directors” as it relates to our Compensation Committee disclosure pursuant to Item 407(e)(4), and (iii) “Compensation Committee Report” as it relates to disclosure pursuant to Item 407(e)(5) in our Proxy Statement, to be filed in connection with our 2007 Annual Meeting of Shareholders, and is incorporated herein by reference.
 
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
 
The information required by this item is included under (i) “Other Information — Security Ownership of Certain Beneficial Owners and Management” as it relates to security ownership of certain beneficial owners and management, and (ii) “Other Information — Equity Compensation Plan Information” as it relates to our equity compensation plans, in our Proxy Statement, to be filed in connection with our 2007 Annual Meeting of Shareholders, and is incorporated herein by reference.


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Table of Contents

 
Item 13.   Certain Relationships and Related Transactions, and Director Independence
 
The information required by this item is included under “Proposal No. 1: Election of Directors” and “Other Information — Certain Relationships and Related Transactions” in our Proxy Statement, to be filed in connection with our 2007 Annual Meeting of Shareholders, and is incorporated herein by reference.
 
Item 14.   Principal Accountant Fees and Services
 
The information required by this item is included under “Proposal No. 2: Ratification and Approval of Appointment of Independent Registered Public Accounting Firm — Audit and Non-Audit Fees” in our Proxy Statement, to be filed in connection with our 2007 Annual Meeting of Shareholders, and is incorporated herein by reference.
 
PART III
 
Item 10.   Directors and Executive Officers of the Registrant
 
The information required by this item is included under (i) “Proposal No. 1: Election of Directors” as it relates to members of our Board of Directors and our code of ethics, (ii) “Other Information — Executive Officers” as it relates to our executive officers, and (iii) “Compliance with Section 16(a) of the Exchange Act” as it relates to disclosure pursuant to Item 405 of Regulation S-K, in our Proxy Statement, to be filed in connection with our 2006 Annual Meeting of Shareholders, and is incorporated herein by reference.
 
Item 11.   Executive Compensation
 
The information required by this item is included under “Other Information — Executive Compensation” in our Proxy Statement, to be filed in connection with our 2006 Annual Meeting of Shareholders, and is incorporated herein by reference.
 
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The information required by this item is included under (i) “Other Information — Security Ownership of Certain Beneficial Owners and Management” as it relates to security ownership of certain beneficial owners and management, and (ii) “Other Information — Equity Compensation Plan Information” as it relates to our equity compensation plans, in our Proxy Statement, to be filed in connection with our 2006 Annual Meeting of Shareholders, and is incorporated herein by reference.
 
Item 13.   Certain Relationships and Related Transactions
 
The information required by this item is included under “Other Information — Certain Transactions” in our Proxy Statement, to be filed in connection with our 2006 Annual Meeting of Shareholders, and is incorporated herein by reference.
 
Item 14.   Principal Accounting Fees and Services
 
The information required by this item is included under “Audit and Non-Audit Fees” in our Proxy Statement, to be filed in connection with our 2006 Annual Meeting of Shareholders, and is incorporated herein by reference.


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Table of Contents

PART III

Item 10.       Directors and Executive Officers of the Registrant

The information required by this item is included under “Proposal No. 1: Election of Directors,” “Other Information — Executive Officers“ and “Compliance with Section 16(a) of the Exchange Act” in our Proxy Statement, filed in connection with our 2005 Annual Meeting of Shareholders, and is incorporated herein by reference.

Item 11.       Executive Compensation

The information required by this item is included under “Other Information — Executive Compensation” in our Proxy Statement, filed in connection with our 2005 Annual Meeting of Shareholders, and is incorporated herein by reference.

Item 12.       Security Ownership of Certain Beneficial Owners and Management

The information required by this item is included under “Other Information — Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement, filed in connection with our 2005 Annual Meeting of Shareholders, and is incorporated herein by reference.

Item 13.       Certain Relationships and Related Transactions

The information required by this item is included under “Other Information — Certain Transactions” in our Proxy Statement, filed in connection with our 2005 Annual Meeting of Shareholders, and is incorporated herein by reference.

Item 14.       Principal Accounting Fees and Services

The information required by this item is included under “Audit and Non-Audit Fees” in our Proxy Statement, filed in connection with our 2005 Annual Meeting of Shareholders, and is incorporated herein by reference.

78



This excerpt taken from the NVLS 10-K filed Mar 15, 2005.

PART III

Item 10.       Directors and Executive Officers of the Registrant

The information required by this item is included under “Proposal No. 1: Election of Directors,” “Other Information — Executive Officers“ and “Compliance with Section 16(a) of the Exchange Act” in our Proxy Statement, to be filed in connection with our 2005 Annual Meeting of Shareholders, and is incorporated herein by reference.

Item 11.       Executive Compensation

The information required by this item is included under “Other Information — Executive Compensation” in our Proxy Statement, to be filed in connection with our 2005 Annual Meeting of Shareholders, and is incorporated herein by reference.

Item 12.       Security Ownership of Certain Beneficial Owners and Management

The information required by this item is included under “Other Information — Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement, to be filed in connection with our 2005 Annual Meeting of Shareholders, and is incorporated herein by reference.

Item 13.       Certain Relationships and Related Transactions

The information required by this item is included under “Other Information — Certain Transactions” in our Proxy Statement, to be filed in connection with our 2005 Annual Meeting of Shareholders, and is incorporated herein by reference.

Item 14.       Principal Accounting Fees and Services

The information required by this item is included under “Audit and Non-Audit Fees” in our Proxy Statement, to be filed in connection with our 2005 Annual Meeting of Shareholders, and is incorporated herein by reference.

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