content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
  
                              WASHINGTON, D.C. 20549
  
  
  
                                     FORM 8-K
  
                                  CURRENT REPORT
                          PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  OCTOBER 14, 1998
  
  
                                  CONSILIUM, INC.
              (Exact name of registrant as specified in its charter)
  
  
             DELAWARE                     0-17754                  94-2523965
  (State or other jurisdiction of  (Commission File Number)     (I.R.S. Employer)
   incorporation or organization)                              Identification No.)
  
  
   
              485 CLYDE AVENUE                              94043
          MOUNTAIN VIEW, CALIFORNIA                       (Zip Code)
    (Address of principal executive offices)  
  
  
  
        Registrant's telephone number, including area code:  (650) 691-6100
  
                                  Not applicable.
                   ---------------------------------------------
           (Former name or former address, if changed since last report)
  
   
  <PAGE>
   
  ITEM 5.  OTHER EVENTS.
  
          On October 12, 1998, Consilium, Inc. (the "Company"), Applied 
  Materials, Inc. ("Applied Materials") and Pennsylvania Acquisition Sub, Inc.
  ("Sub") entered into an Agreement and Plan of Merger and Reorganization (the
  "Agreement") pursuant to which Applied Materials is to acquire the Company in a
  stock-for-stock merger. As more fully described in the Agreement and the joint
  press release, both of which are filed herewith, Sub will merge with and into
  the Company and each share of the Company's stock will be exchanged for between
  0.182 and 0.165 of a share of Applied Material's common stock, with the actual
  ratio being based upon Applied Material's average stock closing price during a
  specified period prior to the meeting of the Company's stockholders to vote on
  the merger. The merger, which will be accounted for as a pooling-of-interests,
  is subject to, among other things, regulatory approval and approval of the stock
  of the Company. Certain stockholders of the Company have already entered into
  voting agreements in support of the merger.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
          (a)  Financial statements of business acquired.  Not applicable.
  
          (b)  Pro forma financial information.  Not applicable.
   
          (c)    Exhibits.
  
  
  <TABLE>
  <CAPTION>
  Exhibit No.         Description
  -----------         -----------
  <S>                 <C>
  2.1                 Agreement and Plan of Merger and Reorganization, dated as of
                      October 12, 1998, by and among Applied Materials, Inc., a
                      Delaware corporation; Pennsylvania Acquisition Sub, Inc., a
                      Delaware corporation and wholly-owned subsidiary of
                      Applied Materials, Inc.; and Consilium, Inc., a
                      Delaware corporation.
  
  99.1                Joint press release dated October 12, 1998.
                      
  99.2                Form of Voting Agreement dated October 12, 1998 by and
                      between Applied Materials, Inc., a Delaware corporation and
                      certain stockholders of Consilium, Inc.
  
  </TABLE>
  
  
  <PAGE>
   
                                    SIGNATURES
  
  
          Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
  
                                   Consilium, Inc.
  
  
  
  October 14, 1998                 By:   /s/ Laurence R. Hootnick          
                                      ------------------------------------------
                                      Laurence R. Hootnick
                                      President and Chief Executive Officer
  
  <PAGE>
   
  
                                   EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit No.         Description
  -----------         -----------
  <S>                 <C>
  2.1                 Agreement and Plan of Merger and Reorganization, dated as of
                      October 12, 1998, by and among Applied Materials, Inc., a
                      Delaware corporation; Pennsylvania Acquisition Sub, Inc., a
                      Delaware corporation and wholly-owned subsidiary of
                      Applied Materials, Inc.; and Consilium, Inc., a
                      Delaware corporation.
  
  99.1                Joint press release dated October 12, 1998.
                      
  99.2                Form of Voting Agreement dated October 12, 1998 by and
                      between Applied Materials, Inc., a Delaware corporation and
                      certain stockholders of Consilium, Inc.
  
  </TABLE>
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metadata_filer: {"company-data": {"conformed-name": "CONSILIUM INC", "cik": "0000795090", "assigned-sic": "7372", "irs-number": "942523965", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17754", "film-number": "98725412"}, "business-address": {"street1": "485 CLYDE AVENUE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043", "phone": "4156916100"}, "mail-address": {"street1": "485 CLYDE AVE", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94043"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                              WASHINGTON, D.C. 20549
  
                                     FORM 8-K
  
                                  CURRENT REPORT
                          PURSUANT TO SECTION 13 OR 15(d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934
  
       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  OCTOBER 14, 1998
  
                                  CONSILIUM, INC.
              (Exact name of registrant as specified in its charter)
  
             DELAWARE                     0-17754                  94-2523965
  (State or other jurisdiction of  (Commission File Number)     (I.R.S. Employer)
   incorporation or organization)                              Identification No.)
  
   
              485 CLYDE AVENUE                              94043
          MOUNTAIN VIEW, CALIFORNIA                       (Zip Code)
    (Address of principal executive offices)  
  
        Registrant's telephone number, including area code:  (650) 691-6100
  
                                  Not applicable.
                   ---------------------------------------------
           (Former name or former address, if changed since last report)
  ITEM 5.  OTHER EVENTS.
  
          On October 12, 1998, Consilium, Inc. (the "Company"), Applied 
  Materials, Inc. ("Applied Materials") and Pennsylvania Acquisition Sub, Inc.
  ("Sub") entered into an Agreement and Plan of Merger and Reorganization (the
  "Agreement") pursuant to which Applied Materials is to acquire the Company in a
  stock-for-stock merger. As more fully described in the Agreement and the joint
  press release, both of which are filed herewith, Sub will merge with and into
  the Company and each share of the Company's stock will be exchanged for between
  0.182 and 0.165 of a share of Applied Material's common stock, with the actual
  ratio being based upon Applied Material's average stock closing price during a
  specified period prior to the meeting of the Company's stockholders to vote on
  the merger. The merger, which will be accounted for as a pooling-of-interests,
  is subject to, among other things, regulatory approval and approval of the stock
  of the Company. Certain stockholders of the Company have already entered into
  voting agreements in support of the merger.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
          (a)  Financial statements of business acquired.  Not applicable.
  
          (b)  Pro forma financial information.  Not applicable.
   
          (c)    Exhibits.
  Exhibit No.         Description
  -----------         -----------
  2.1                 Agreement and Plan of Merger and Reorganization, dated as of
                      October 12, 1998, by and among Applied Materials, Inc., a
                      Delaware corporation; Pennsylvania Acquisition Sub, Inc., a
                      Delaware corporation and wholly-owned subsidiary of
                      Applied Materials, Inc.; and Consilium, Inc., a
                      Delaware corporation.
  
  99.1                Joint press release dated October 12, 1998.
                      
  99.2                Form of Voting Agreement dated October 12, 1998 by and
                      between Applied Materials, Inc., a Delaware corporation and
                      certain stockholders of Consilium, Inc.
  SIGNATURES
  
          Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                   Consilium, Inc.
  
  October 14, 1998                 By:   /s/ Laurence R. Hootnick          
                                      ------------------------------------------
                                      Laurence R. Hootnick
                                      President and Chief Executive Officer
  EXHIBIT INDEX
  Exhibit No.         Description
  -----------         -----------
  2.1                 Agreement and Plan of Merger and Reorganization, dated as of
                      October 12, 1998, by and among Applied Materials, Inc., a
                      Delaware corporation; Pennsylvania Acquisition Sub, Inc., a
                      Delaware corporation and wholly-owned subsidiary of
                      Applied Materials, Inc.; and Consilium, Inc., a
                      Delaware corporation.
  
  99.1                Joint press release dated October 12, 1998.
                      
  99.2                Form of Voting Agreement dated October 12, 1998 by and
                      between Applied Materials, Inc., a Delaware corporation and
                      certain stockholders of Consilium, Inc.