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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 19, 1997
LAM RESEARCH CORPORATION
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(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 19, 1997, pursuant to a written amendment (the
"Amendment") Lam Research Corporation (the "Company") and ChaseMellon
Shareholder Services, LLC. modified the terms of the Rights Agreement dated
January 23, 1997, attached as an Exhibit to the Company's report on Form 8-A
dated January 30, 1997 (the "Rights Agreement"), to which they are parties.
Defined terms used in this report and not otherwise defined herein have the
meanings ascribed to them in the Rights Agreement.
Pursuant to the terms of the Amendment, the definition of "Acquiring
Person" as set forth in the Rights Agreement was modified so as to specifically
exclude the various institutional investment accounts managed by affiliates of
FMR Corp. (collectively, "FMR"), provided that certain requirements are met as
set forth herein. The Amendment provides that the exclusion will exist only for
so long as (A) FMR is the Beneficial Owner of less than seventeen percent (17%)
of the shares of Common Stock then outstanding and (B) FMR reports or is
required to report such ownership on Schedule 13G of the Exchange Act or on
Schedule 13D under the Exchange Act (or any comparable or successor report) and
any such schedule does not state any present intention on the part of FMR to
hold such shares of Common Stock with the purpose or effect of changing or
influencing the control of the Company, or in connection with or as a
participant in any transaction having such purpose or effect.
The Amendment further provides that if FMR becomes the Beneficial Owner
of seventeen percent (17%) or more (but less than eighteen percent (18%)), of
the then outstanding shares of Common Stock and, within 10 Business Days of
being requested by the Company to advise it regarding the same, FMR certifies to
the Company that FMR acquired such shares of Common Stock in excess of seventeen
percent (17%) inadvertently and FMR thereafter does not acquire additional
shares of Common Stock while the Beneficial Owner of seventeen percent (17%) or
more of the shares of Common Stock then outstanding, then FMR shall not be
deemed to be an "Acquiring Person" so long as FMR reports or is required to
report such ownership on Schedule 13G of the Exchange Act or on Schedule 13D
under the Exchange Act (or any comparable or successor report) and any such
schedule does not state any present intention on the part of FMR to hold such
shares of Common Stock with the purpose or effect of changing or influencing the
control of the Company, or in connection with or as a participant in any
transaction having such purpose or effect.
The Amendment also provides that if any Person (other than FMR) who
becomes the Beneficial Owner of fifteen percent (15%) or more of the shares of
Common Stock then outstanding, or if FMR becomes the Beneficial Owner of
seventeen percent (17%) or more of the shares of Common Stock then outstanding,
in each case, as a result of a reduction in the number of shares of Common Stock
outstanding due to the repurchase of shares of Common Stock by the Company, such
Person shall not be deemed an Acquiring Person unless and until such Person or
FMR, as the case may be, acquires beneficial ownership of additional shares of
Common Stock representing one percent (1%) or more of the shares of Common Stock
then outstanding.
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The Amendment further provides that, except as expressly amended by the
Amendment, the Rights Agreement, and all of its terms, conditions and
provisions, shall remain in full force and effect in accordance with the
provisions thereof.
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.
The Amendment is set forth as an exhibit to this report.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Amendment No. 1 to Rights Agreement
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
(a) Date of Sale: August 26, 1997
Title of Securities Sold: 5% Subordinated Notes convertible into
Common Stock (the "Notes")
Amount of Securities Sold: USD $310,000,000 principal amount of Notes,
convertible into 3,530,900 shares of Common
Stock subject to adjustment upon the
occurrence of certain events, as described
more specifically in subsection (e) below.
(b) Initial Purchasers:
a) Deutsche Morgan Grenfell Inc.
b) ABN AMRO Rothschild
c) Lombard Odier International Underwriters Limited
Class of Persons to whom Notes were resold by the Initial Purchasers
after the initial sale by the Company to the Initial Purchasers:
a) Qualified Institutional Buyers under Rule 144A
b) Non U.S. Persons under Regulation S
(c) Offering Price of Notes (sold for cash): USD $310,000,000
Underwriting Discount/Commissions: 2.5%, USD $7,750,000
(d) Section(s) of the Securities Act or rule(s) of the Commission under
which the issuer claimed exemption from registration:
a) Regulation D, Rule 506
b) Regulation S, Rules 901-904 inclusive
Facts relied upon to make the exemption available:
a) Regulation D, Rule 506; Rule 144A Resale
At the time of the initial purchase and the initial resale, all
Initial Purchasers were accredited investors under Regulation D
and all initial resales were made to entities which, if not
qualified as Non-U.S. Persons under Regulation S, were qualified
institutional buyers as defined in Rule 144A.
b) Regulation S (initial resales):
The issuer was, at the time of issuance, a reporting issuer.
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The transaction was an Offshore Transaction as defined in Rule
902.
No directed selling efforts were made in the United States by
the issuer, a distributor, any of their respective affiliates,
or any person acting on behalf of the foregoing.
Offering restrictions, as defined in Rule 902, were implemented.
By the terms of the offering, no offer or sale, if made prior to
the expiration of the 40-day restricted period, may be made to a
U.S. Person, as defined in Rule 902.
Each distributor selling securities to a distributor, a dealer,
as defined in Section 2(12) of the Securities Act, or a person
receiving a selling concession, fee or other remuneration, in
respect of the securities sold, prior to the expiration of the
40-day restricted period, agreed to send a confirmation or other
notice to the purchaser stating that the purchaser is subject to
the same restrictions on offers and sales that apply to a
distributor.
(e) Terms of Conversion
The holder of any Note will have the right at the Holder's option to
convert any Note (in denominations of $1,000 or any multiple thereof) into
shares of Common Stock at any time prior to the close of business on the
maturity date, September 1, 2002, unless previously redeemed or repurchased, at
a conversion price of $87.77 per share (equivalent to a conversion rate of
approximately 11.39 shares per $1,000 principal amount of Notes). The conversion
price is subject to adjustment from time to time upon the occurrence of certain
events.
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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: September 8, 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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EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number in
Sequentially Numbered
Exhibit No. Description Current Report
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<S> <C> <C>
99.1 Amendment No. 1 to Rights Agreement 9
</TABLE>
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EXHIBIT 99.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
This AMENDMENT NO. 1 TO RIGHTS AGREEMENT is dated as of August 19, 1997
(this "Amendment") between Lam Research Corporation (the "Company"), a Delaware
corporation, and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited
liability company, as rights agent (the "Rights Agent"), to the Rights Agreement
(the "Rights Agreement"), dated as of January 23, 1997, between the Company and
the Rights Agent.
W I T N E S S E T H
WHEREAS, the Board of Directors of the Company has determined to amend
the Rights Agreement (the terms defined therein and not otherwise defined herein
being used herein as therein defined);
NOW THEREFORE, in consideration of the premises and the mutual agreement
herein set forth, the parties hereto hereby agree as follows:
SECTION 1. Amendment of Section 1 of Rights Agreement. The definition of
"Acquiring Person" in Section 1(a) is amended in full to read as follows:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be the
Beneficial Owner of fifteen percent (15%) or more of the shares of
Common Stock then outstanding, but shall not include (i) the Company,
(ii) any Subsidiary of the Company, (iii) any employee benefit plan of
the Company or any Subsidiary of the Company, (iv) any Person or entity
organized, appointed or established by the Company for or pursuant to
the terms of any such plan, (v) any Exempted Person, (vi) the various
institutional investment accounts managed by affiliates of FMR Corp.
("FMR"), but only so long as (A) FMR is the Beneficial Owner of less
than seventeen percent (17%) of the shares of Common Stock then
outstanding and (B) FMR reports or is required to report such ownership
on Schedule 13G of the Exchange Act or on Schedule 13D under the
Exchange Act (or any comparable or successor report) which Schedule 13D
does not state any present intention to hold such shares of Common Stock
with the purpose or effect of changing or influencing the control of the
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Company, nor in connection with or as a participant in any transaction
having such purpose or effect; provided, however, that if FMR becomes
the Beneficial Owner of seventeen percent (17%) or more (but less than
eighteen percent (18%), of the then outstanding shares of Common Stock
and, within 10 Business Days of being requested by the Company to advise
it regarding the same, FMR certifies to the Company that FMR acquired
such shares of Common Stock in excess of seventeen percent (17%)
inadvertently and FMR thereafter does not acquire additional shares of
Common Stock while the Beneficial Owner of seventeen percent (17%) or
more of the shares of Common Stock then outstanding, then FMR shall not
be deemed to be an "Acquiring Person" so long as the conditions set
forth in clause (B) of this subparagraph (vi) continue to be satisfied,
or (vii) any Person (other than FMR) who becomes the Beneficial Owner of
fifteen percent (15%) or more of the shares of Common Stock then
outstanding, or FMR becomes the Beneficial Owner of seventeen percent
(17%) or more of the shares of Common Stock, outstanding, in each case,
as a result of a reduction in the number of shares of Common Stock
outstanding due to the repurchase of shares of Common Stock by the
Company unless and until such Person or FMR, as the case may be,
acquires beneficial ownership of additional shares of Common Stock
representing one percent (1%) or more of the shares of Common Stock then
outstanding.
SECTION 2. Compliance with Rights Agreement. This Amendment is an
amendment of the Rights Plan in compliance with Section 27 thereof.
SECTION 3. No Other Amendments; Full Effect. Except as expressly amended
hereby, the Rights Agreement shall remain in full force and effect in accordance
with the provisions thereof.
SECTION 4. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
SECTION 5. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such State
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applicable to contracts made and to be performed entirely within such State.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: LAM RESEARCH CORPORATION
[SEAL]
By: /s/ RICH LOVGREN
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Title: Title: Vice President,
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Secretary and General Counsel
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Attest: CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.
[SEAL]
By: /s/ PAUL COLLINS
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Title: Title: Vice President
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