SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Lam Research Corporation
(Exact name of registrant as specified in its charter)
Delaware 94-2634797
(State of incorporation (I.R.S. employer
or organization) identification no.)
4650 Cushing Parkway
Fremont, California
(Address of principal executive offices)
94538
(zip code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be registered to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
Item 1. Description of Registrant's Securities to Be Registered.
On January 23, 1997, the Board of Directors of Lam Research
Corporation (the "Company") adopted a Shareholder Rights Plan, providing
that one Right will be attached to each share of common stock, par value
$0.001 per share, of the Company (the "Common Stock"). The Rights will be
issued on January 31, 1997, and each Right will entitle the registered
holder to purchase from the Company one one-thousandth of a share of Series
A Junior Participating Preferred Stock, par value $0.001 per share (the
"Preferred Stock"), at a purchase price of $250 (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set
forth in the Rights Agreement (the "Rights Agreement"), dated as of January
23, 1997, between the Company and ChaseMellon Shareholder Services, L.L.C.,
a New Jersey limited liability company, as Rights Agent (the "Rights
Agent").
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
certificate will be distributed. The Rights will separate from the Common
Stock upon the earlier of (i) 10 business days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding shares of Common
Stock (the "Stock Acquisition Date") or (ii) 10 business days following the
commencement of a tender offer or exchange offer that would result in a
person or group beneficially owning 15% or more of such outstanding shares
of Common Stock (the earlier of (i) and (ii), the "Distribution Date").
Until the Distribution Date, (i) the Rights will be evidenced by the Common
Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates will contain a
notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for Common Stock outstanding
will also constitute the transfer of the Rights associated with the Common
Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on January 31, 2007, unless earlier
redeemed by the Company, as described below. At no time will the Rights
have any voting power.
As soon as practicable after the Distribution Date, Rights
certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors of the Company, only shares
of Common Stock outstanding prior to the Distribution Date will be issued
with Rights.
The Board of Directors of the Company has authorized the
issuance of up to 100,000 shares of Preferred Stock. After the first
issuance of a share or fraction of a share of Preferred Stock, the holders
of shares of Preferred Stock will be entitled to a quarterly dividend in an
amount per share equal to the greater of $.01 or 1000 times the aggregate
per share amount of all dividends paid on the Common Stock since the
immediately preceding quarterly dividend. Each share of Preferred Stock
will entitle the holder thereof to 1000 votes on all matters submitted to
a vote of the stockholders of the Company, subject to adjustment in the
event of (i) declaration of a dividend on the Common Stock payable in
shares of Common Stock, (ii) subdivision of the outstanding shares of
Common Stock or (iii) combination of the outstanding shares of Common Stock
into a smaller number of shares. The holders of shares of Preferred Stock
and the holders of shares of Common Stock will generally vote together as
one class on all matters submitted to a vote of the stockholders of the
Company. The holders of shares of Preferred Stock will be entitled to a
liquidation preference equal to 1000 times the Purchase Price. The
preferences and rights of the Preferred Stock are more fully set forth in
the Form of Certificate of Designation, Preferences and Rights attached as
Exhibit A to the Rights Agreement, attached hereto as Exhibit 1 and
incorporated herein by reference.
In the event that a person becomes an Acquiring Person (unless
such acquisition is made pursuant to a tender or exchange offer for all
outstanding shares of the Company, at a price and on terms determined by at
least a majority of the directors of the Company who are not officers of
the Company and who are not representatives, nominees, Affiliates or
Associates of an Acquiring Person at a price that is not inadequate and
otherwise in the best interests of the Company and its stockholders after
receiving advice from one or more investment banking firms (a "Qualified
Offer")), each holder of a Right will thereafter have the right to re-
ceive, instead of Preferred Stock upon exercise of the Right, Common Stock
(or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to twice the Exercise Price of the Right. The
Exercise Price is the Purchase Price times the number of shares of Common
Stock associated with each Right (initially, one). Notwithstanding any of
the foregoing, following the occurrence of any of the events set forth in
this paragraph (the "Flip-in Events"), all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void. However, Rights are
not exercisable following the occurrence of any of the Flip-in Events until
such time as the Rights are no longer redeemable by the Company, as set
forth below.
In the event that following the Stock Acquisition Date, (i) the
Company engages in a merger or business combination transaction in which
the Company is not the surviving corporation (other than a merger
consummated pursuant to a Qualified Offer), (ii) the Company engages in a
merger or business combination transaction in which the Company is the
surviving corporation and the Common Stock is changed or exchanged or (iii)
50% or more of the Company's assets or earning power is sold or
transferred, each holder of a Right (except Rights which have previously
been voided as set forth above) shall thereafter have the right to receive,
instead of Preferred Stock upon exercise of the Right, common stock of the
acquiring company having a value equal to twice the Exercise Price of the
Right.
The Purchase Price payable and the number of shares of
Preferred Stock or other securities or property issuable upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution
(i) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Stock, (ii) if holders of the
Preferred Stock are granted certain rights or warrants to subscribe for
Preferred Stock or convertible securities at less than the current market
price of the Preferred Stock or (iii) upon the distribution to holders of
the Preferred Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustments in the Purchase Price
will be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional shares of Preferred Stock (other than
fractions that are integral multiples of one one-thousandth of a share of
Preferred Stock) will be issued and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in
part, at a price of $0.001 per Right. Immediately upon the action of the
Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive
the $0.001 redemption price. Notwithstanding the foregoing, the Rights
generally may not be redeemed for 180 days following a change in a majority
of the Board as a result of a proxy contest.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company, as set forth above.
Other than those provisions relating to the principal economic
terms of the Rights, any of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Company prior to the Distribution
Date. After the Distribution Date, the provisions of the Rights Agreement
may be amended by the Board of Directors in order to cure any ambiguity, to
correct or supplement any provision of the Rights Agreement that may be
defective or inconsistent with any other provision thereof, to make changes
which do not adversely affect the interests of holders of Rights (other
than an Acquiring Person), or to shorten or lengthen any time period under
the Rights Agreement; provided, however, that no amendment to adjust the
time period governing redemption shall be made at such time as the Rights
are not redeemable.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company in certain circumstances. Accordingly, the existence of the
Rights may deter certain acquirors from making takeover proposals or tender
offers. The Rights, however, are not intended to prevent a takeover but
rather are designed to enhance the ability of the Board of Directors to
negotiate with a potential acquiror on behalf of all of the stockholders.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit B the Form of
Rights Certificate, is attached hereto as Exhibit 1 and is incorporated
herein by reference. The foregoing description of the Rights and the
Preferred Stock does not purport to be complete and is qualified in its
entirety by reference to Exhibit 1 hereto.
Item 2. Exhibits.
1. Rights Agreement, dated as of January 23, 1997, between Lam
Research Corporation and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent, which includes as Exhibit B thereto the Form of Rights
Certificate.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
LAM RESEARCH CORPORATION
By: /s/ Roger D. Emerick
__________________________
Name: Roger D. Emerick
Title: Chairman and Chief Executive Officer
Date: January 30, 1997
EXHIBIT INDEX
Exhibit Description
1* Rights Agreement, dated as of January 23, 1997, between
Lam Research Corporation and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, which includes as
Exhibit B thereto the Form of Rights Certificate.
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* Previously filed.
