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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) August 18, 1997
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LAM RESEARCH CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-12701 94-2634797
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION)
4650 Cushing Parkway, Fremont, California, 94538
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code. (510) 659-0200
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N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Exhibit Index at page: 5
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ITEM 5. OTHER EVENTS
(a) On August 18, 1997, Lam Research Corporation (the "Company")
announced that, subject to market and other conditions, it intended to raise
$300 million (excluding any proceeds of the over-allotment option) through a
private placement of convertible subordinated notes within the United States to
qualified institutional investors and outside the United States to non-U.S.
investors. The Company contemplated that the notes would have a term of five
years and be convertible into the common stock of the Company. The Company
stated that it intended to use the net proceeds of the offering for general
corporate purposes, including working capital.
(b) On August 19, 1997, the Company announced that it had sold $310
million of 5% convertible subordinated notes due 2002 in an offering within the
U.S. to qualified institutional buyers in accordance with Rule 144A and outside
the U.S. to non-U.S. persons. The notes are convertible into the common stock of
the Company. The offering closed on August 26, 1997. The Company has granted the
initial purchasers a 30-day option to purchase an additional $45 million of
notes to cover over-allotments, if any. No other terms were disclosed.
This announcement is neither an offer to sell nor a solicitation to buy
any of these securities.
The securities will not be registered under the Securities Act of 1933,
as amended (the "Securities Act"), or any state securities laws, and unless so
registered, may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.
Copies of the press releases with respect to the private placement of
the convertible subordinated notes are attached as exhibits to this report.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated August 18, 1997
99.2 Press Release, dated August 19, 1997
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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.
LAM RESEARCH CORPORATION
(Registrant)
Dated: August 28, 1997 By: /s/ Richard H. Lovgren
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Name: Richard H. Lovgren
Title: Vice President, General Counsel
and Secretary
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Press Release dated August 18, 1997.
99.2 Press Release dated August 19, 1997
</TABLE>
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contacts: Lisa Garber
Corporate Communications
Lam Research Corporation
Phone: 510/572-4538
Fax: 510/572-2935
e-mail: [email protected]
David Ringler
Investor Relations
Lam Research Corporation
Phone: 510/572-6848
Fax: 510/572-6454
e-mail: [email protected]
Agency: Michelle Boni
The Benjamin Group
Phone: 408/559-6090
Fax: 408/559-6188
LAM RESEARCH CORPORATION ANNOUNCES PROPOSED PRIVATE PLACEMENT
OF $300 MILLION CONVERTIBLE SUBORDINATED NOTES
FREMONT, CALIF. -August 18, 1997-- Lam Research Corporation ("Lam" or the
"Company") (Nasdaq:LRCX), today announced that, subject to market and other
conditions, it intends to raise $300 million (excluding any proceeds of the
over-allotment option) through a private placement of convertible subordinated
notes within the United States to qualified institutional investors and outside
the United States to non-U.S. investors. It is contemplated that the notes will
have a term of five years and be convertible into Lam common stock. The Company
stated that it intends to use the net proceeds of the offering for general
corporate purposes, including working capital.
The securities to be offered will not be registered under the Securities Act of
1933, as amended, or applicable state securities laws, and may not be offered or
sold in the United States absent registration under the Securities Act of 1933
and applicable state securities laws or available exemptions from registration
requirements.
LAM RESEARCH CORPORATION is a leading supplier of manufacturing equipment and
services to the world's semiconductor and flat panel display industries. The
Company's broad product portfolio is focused on providing process solutions for
dry etch, chemical vapor deposition (CVD) and chemical mechanical planarization
(CMP), three essential steps in the fabrication of integrated circuits. Founded
in 1980, Lam makes its headquarters in Fremont, California, and maintains
customer support centers throughout the United States, Europe, Japan, and the
Asia/Pacific region to support its growing customer base. Lam acquired OnTrak
Systems, Inc., the leader in CMP cleaning technology, in August 1997. The
Company's common stock trades on the Nasdaq National Market under the symbol
LRCX. Lam's World Wide Web address is http://www.lamrc.com.
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Exhibit 99.2
FOR IMMEDIATE RELEASE
Contacts: Lisa Garber
Corporate Communications
Lam Research Corporation
Phone: 510/572-4538
Fax: 510/572-2935
e-mail: [email protected]
David Ringler
Investor Relations
Lam Research Corporation
Phone: 510/572-6848
Fax: 510/572-6454
e-mail: [email protected]
Agency: Michelle Boni
The Benjamin Group
Phone: 408/559-6090
Fax: 408/559-6188
LAM RESEARCH CORPORATION SELLS $310 MILLION OF 5% CONVERTIBLE SUBORDINATED NOTES
DUE 2002
FREMONT, CALIF. -August 19, 1997-- Lam Research Corporation (Nasdaq:LRCX)
announced today that it has sold $310 million of 5% convertible subordinated
notes due 2002 in an offering within the U.S. to qualified institutional buyers
in accordance with Rule 144A and outside the U.S. to non-U.S. persons. The notes
will be convertible into common stock of the company. The offering is expected
to close on August 26, 1997. The company has granted the initial purchasers a
30-day option to purchase an additional $45 million of notes to cover
over-allotments, if any. No other terms were disclosed.
The company intends to use the net proceeds of the offering for general
corporate purposes, including working capital.
This announcement is neither an offer to sell nor a solicitation to buy any of
these securities.
The securities will not be registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any state securities laws, and unless so
registered, may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.
