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 earliest event reported) January 23, 1997
LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-12701 94-2634797
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
4650 Cushing Parkway, Fremont, California 94538
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(Address of principal executive offices) (Zip Code)
(510) 659-0200
------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On January 23, 1997, the Board of Directors of Lam
Research Corporation (the "Company") adopted a shareholder rights
plan, as set forth in the Rights Agreement (the "Rights Agreement")
entered into between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent. Pursuant to the Rights
Agreement, one right ("Right") will be issued for each share of
common stock, par value $0.001 per share, of the Company
outstanding as of the close of business on January 31, 1997. Each
of the Rights 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, at a
price of $250. The Rights generally will not become exercisable
unless and until, among other things, any person acquires
beneficial ownership of 15% or more of the outstanding stock. The
Rights are generally redeemable at $0.001 per Right at any time
until 10 business days following a public announcement that a 15%
or greater position in the Company's common stock has been
acquired. The Rights will expire, unless earlier redeemed or
exchanged, on January 31, 2007. A description of the Rights is set
forth in Exhibit C to the Rights Agreement, a copy of which is
incorporated herein by reference as Exhibit 4.1.
On January 23, 1997, the Board of Directors of the
Company also adopted a number of amendments to the Company's
Bylaws (the "Bylaw Amendments"). The Bylaw Amendments provide,
among other things, that special meetings of stockholders may be
called only at the direction of the Board of Directors, the
chairman of the board or the president of the Company. The Bylaw
Amendments also establish an advance notice procedure for the
nomination, other than by or at the direction of the Board of
Directors, of candidates for election as directors as well as for
other stockholder proposals to be considered at annual meetings of
stockholders. The Bylaw Amendments further provide for the Board of
Directors to fix a record date for the Company to determine the
stockholders entitled to consent to corporate action in writing
without a meeting. The Bylaw Amendments make additional provisions
for cumulative voting at the election of the directors of the
Company and prompt special board meetings. Certain of the
provisions of the Bylaw Amendments may have the effect of delaying
or deferring a change in control of the Company. A copy of the
Restated and Amended Bylaws of the Company, incorporating all Bylaw
Amendments, is incorporated herein by reference as Exhibit 3.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
3.1 Amended and Restated Bylaws of the Company, dated
January 23, 1997.
4.1 Rights Agreement, dated as of January 23,
1997, between Lam Research Corporation and
ChaseMellon Shareholder Services, L.L.C.,
which includes as Exhibit B thereto the Form
of Rights Certificate.*
99.1 Press Release of the Company, dated January 24, 1997.
________________
* Incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement and Form 8-A/A, dated January 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned, there-
unto duly authorized.
LAM RESEARCH CORPORATION
BY: /s/ Richard H. Lovgren
__________________________
Richard H. Lovgren
Vice President, General Counsel
and Secretary
Dated: February 4, 1997
INDEX TO EXHIBITS
Exhibit No. Description
3.1 Amended and Restated Bylaws of the Company, dated
January 23, 1997.
Rights Agreement, dated as of January 23,
4.1 1997, between Lam Research Corporation and
ChaseMellon Shareholder Services, L.L.C.,
which includes as Exhibit B thereto the
Form of Rights Certificate.*
99.1 Press Release of the Company, dated January 24,1997.
________________________
* Incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement and Form 8-A/A, dated January 30, 1997.
EXHIBIT 3.1
AMENDED AND RESTATED
BYLAWS
OF
LAM RESEARCH CORPORATION
ARTICLE I
CORPORATE OFFICES
1.1 REGISTERED OFFICE
The registered office of the corporation shall be in
the City of Wilmington, County of New Castle, State of
Delaware. The name of the registered agent of the corpo-
ration at such location is The Corporation Trust company.
1.2 OTHER OFFICES
The board of directors may at any time establish
other offices at any place or places where the corpora-
tion is qualified to do business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
2.1 PLACE OF MEETINGS
Meetings of stockholders shall be held at any place,
within or outside the State of Delaware, designated by
the board of directors. In the absence of any such
designation, stockholders' meetings shall be held at the
registered office of the Corporation.
2.2 ANNUAL MEETING
The annual meeting of stockholders shall be held
each year on a date and at a time designated by the board
of directors. In the absence of such designation, the
annual meeting of stockholders shall be held on the
second Thursday of November in each year at 2:00 p.m.
However, if such day falls on a legal holiday, then the
meeting shall be held at the same time and place on the
next succeeding full business day. At the meeting,
directors shall be elected and any other proper business
may be transacted.
Only persons who are nominated in accordance with
the following procedures shall be eligible for election
as directors of the corporation. Nominations of persons
for election to the board of directors may be made at any
annual meeting of stockholders (a) by or at the direction
of the board of directors (or any duly authorized commit-
tee thereof) or (b) by any stockholder of the corporation
(i) who is a stockholder of record on the date of the
giving of the notice provided for in this Section 2.2 and
on the record date for the determination of stockholders
entitled to vote at such annual meeting and (ii) who
complies with the notice procedures set forth in this
Section 2.2.
In addition to any other applicable requirements,
for a nomination to be made by a stockholder, such stock-
holder must have given timely notice thereof in proper
written form to the secretary of the corporation.
To be timely, a stockholder's notice to the secre-
tary must be delivered to or mailed and received at the
principal executive offices of the corporation not less
than sixty (60) days nor more than ninety (90) days prior
to the date of the annual meeting of stockholders; pro-
vided, however, that in the event that less than seventy
(70) days' notice or prior public disclosure of the date
of the meeting is given to stockholders, notice by the
stockholder to be timely must be so received not later
than the close of business on the tenth (10th) day fol-
lowing the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of
the date of the annual meeting was made, whichever first
occurs.
To be in proper written form, a stockholder's notice
to the secretary must set forth (a) as to each person
whom the stockholder proposes to nominate for election as
a director (i) the name, age, business address and resi-
dence address of the person, (ii) the principal occupa-
tion or employment of the person, (iii) the class or
series and number of shares of capital stock of the
corporation that are owned beneficially or of record by
the person and (iv) any other information relating to the
person that would be required to be disclosed in a proxy
statement or other filings required to be made in connec-
tion with solicitations of proxies for election of direc-
tors pursuant to Section 14 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations promulgated thereunder; and (b) as
to the stockholder giving the notice (i) the name and
record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the
corporation that are owned beneficially or of record by
such stockholder, (iii) a description of all arrangements
or understandings between such stockholder and each
proposed nominee and any other person or persons (includ-
ing their names) pursuant to which the nomination(s) are
to be made by such stockholder, (iv) a representation
that such stockholder intends to appear in person or by
proxy at the meeting to nominate the persons named in its
notice and (v) any other information relating to such
stockholder that would be required to be disclosed in a
proxy statement or other filings required to be made in
connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act and
the rules and regulations promulgated thereunder. Such
notice must be accompanied by a written consent of each
proposed nominee to being named as a nominee and to serve
as a director if elected.
No person shall be eligible for election as a direc-
tor of the corporation unless nominated in accordance
with the procedures set forth in this Section 2.2. If
the chairman of the meeting determines that a nomination
was not made in accordance with the foregoing procedures,
the chairman shall declare to the meeting that the nomi-
nation was defective and such defective nomination shall
be disregarded.
No business may be transacted at an annual meeting
of stockholders, other than business that is either (a)
specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of
directors (or any duly authorized committee thereof), (b)
otherwise properly brought before the annual meeting by
or at the direction of the board of directors (or any
duly authorized committee thereof) or (c) otherwise
properly brought before the annual meeting by any stock-
holder of the corporation (i) who is a stockholder of
record on the date of the giving of the notice provided
for in this Section 2.2 and on the record date for the
determination of stockholders entitled to vote at such
annual meeting and (ii) who complies with the notice
procedure set forth in this Section 2.2.
In addition to any other applicable requirements,
for business to be properly brought before an annual
meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the
secretary of the corporation.
To be timely, a stockholder's notice to the secre-
tary must be delivered to or mailed and received at the
principal executive offices of the corporation not less
than sixty (60) days nor more than ninety (90) days prior
to the date of the annual meeting of stockholders; pro-
vided, however, that in the event that less than seventy
(70) days' notice or prior public disclosure of the date
of the meeting is given to stockholders, notice by the
stockholder to be timely must be so received not later
than the close of business on the tenth (10th) day fol-
lowing the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of
the date of the annual meeting was made, whichever first
occurs.
To be in proper written form, a stockholder's notice
to the secretary must set forth as to each matter such
stockholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be
brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the
name and record address of such stockholder, (iii) the
class or series and number of shares of capital stock of
the corporation that are owned beneficially or of record
by such stockholder, (iv) a description of all arrange-
ments or understandings between such stockholder and any
other person or persons (including their names) in con-
nection with the proposal of such business by such stock-
holder and any material interest of such stockholder in
such business and (v) a representation that such stock-
holder intends to appear in person or by proxy at the
annual meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting
of stockholders except business brought before the annual
meeting in accordance with the procedures set forth in
this Section 2.2, provided, however, that, once business
has been properly brought before the annual meeting in
accordance with such procedures, nothing in this Section
2.2 shall be deemed to preclude discussion by any stock-
holder of any such business. If the chairman of an
annual meeting determines that business was not properly
brought before the annual meeting in accordance with the
foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before
the meeting and such business shall not be transacted.
2.3 SPECIAL MEETING
Unless otherwise expressly provided in the Certifi-
cate of Incorporation of the corporation, special meet-
ings of the stockholders may only be called by the chair-
man of the board, by the president or at the request in
writing of a majority of the board of directors. Special
meetings of stockholders of the corporation may not be
called by any other person or persons.
If a special meeting is called by any person or
persons other than the board of directors, the request
shall be in writing, specifying the time of such meeting
and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by
registered mail or by telegraphic or other facsimile
transmission to the chairman of the board, the president,
any vice president or the secretary of the corporation.
No business may be transacted at such special meeting
otherwise than specified in such notice. The officer
receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote, in accordance
with the provisions of Sections 2.4 and 2.5, and that a
meeting will be held at the time requested by the person
or persons who called the meeting, not less than thirty-
five (35) nor more than sixty (60) days after the receipt
of the request. If the notice is not given within twenty
(20) days after the receipt of the request, the person or
persons requesting the meeting may give the notice.
Nothing contained in this paragraph of this Section 2.3
shall be construed as limiting, fixing, or affecting the
time when a meeting of stockholders called by action of
the board of directors may be held.
2.4 NOTICE OF STOCKHOLDERS' MEETINGS
All notices of meetings with stockholders shall be
in writing and shall be sent or otherwise given in accor-
dance with Section 2.5 of these bylaws not less than ten
(10) nor more than sixty (60) days before the date of the
meeting to each stockholder entitled to vote at such
meeting. The notice shall specify the place, date, and
hour of the meeting, and, in the case of a special meet-
ing, the purpose or purposes for which the meeting is
called.
2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
Written notice of any meeting of stockholders, if
mailed, is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the corporation.
An affidavit of the secretary or an assistant secretary
or of the transfer agent of the corporation that the
notice has been given shall, in the absence of fraud, be
prima facie evidence of the facts stated therein.
2.6 QUORUM
The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction
of business except as otherwise provided by statute or by
the certificate of incorporation. If, however, such
quorum is not present or represented at any meeting of
the stockholders, then either (i) the chairman of the
meeting or (ii) the stockholders entitled to vote there-
at, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a
quorum is present or represented. At such adjourned
meeting at which a quorum is present or represented, any
business may be transacted that might have been transact-
ed at the meeting as originally noticed.
2.7 ADJOURNED MEETING; NOTICE
When a meeting is adjourned to another time or
place, unless these Bylaws otherwise require, notice need
not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the
corporation may transact any business that might have
been transacted at the original meeting. If the adjourn-
ment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at the
meeting.
2.8 VOTING
The stockholders entitled to vote at any meeting of
stockholders shall be determined in accordance with the
provisions of Section 2.11 of these bylaws, subject to
the provisions of Sections 217 and 218 of the General
Corporation Law of Delaware (relating to voting rights of
fiduciaries, pledgors and joint owners of stock and to
voting trusts and other voting agreements).
Except as set forth in the immediately following
paragraph of this Section 2.8 or otherwise provided in
the Certificate of Incorporation, each stockholder repre-
sented at a meeting of stockholders shall be entitled to
cast one vote for each share of the capital stock enti-
tled to vote thereat held by such stockholder. The board
of directors, in its discretion, or the officer of the
corporation presiding at a meeting of stockholders, in
his discretion, may require that any votes cast at such
meeting shall be cast by written ballot.
At the election of directors of the corporation,
each holder of stock or of any class or classes or of a
series or series thereof shall be entitled to as many
votes as shall equal the number of which (except for such
provision as to cumulative voting) he would be entitled
to cast for the election of directors with respect to his
shares of stock multiplied by the number of directors to
be elected by him, and he may cast all of such votes for
a single director or may distribute them among the number
for, or for any two or more of them as he may see fit;
provided, however, that no stockholder shall be entitled
to so cumulate such stockholder's votes unless the candi-
dates for which such stockholder is voting have been
placed in nomination in accordance with Section 2.2 of
this Article II and a stockholder has given timely notice
of an intention to cumulate votes. To be timely, a
stockholder's notice shall be delivered to or mailed and
received at the principal executive offices of the corpo-
ration not less than sixty (60) days nor more than ninety
(90) days prior to the meeting; provided, however, that
in the event that less than seventy (70) days' notice or
prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close
of business on the tenth (10th) day following the day on
which such notice of the date of the meeting was mailed
or such public disclosure was made, whichever first
occurs. If any one stockholder has given proper notice
of an intention to cumulate votes pursuant to this Sec-
tion 2.8, all stockholders may cumulate their votes for
candidates properly in nomination.
When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting
power present in person or represented by proxy shall
decide any question brought before such meeting, unless
the question is one upon which, by express provision of
the statutes or of the Certificate of Incorporation, a
different vote is required, in which case such express
provision shall govern and control the decision of the
question.
2.9 WAIVER OF NOTICE
Whenever notice is required to be given under any
provision of the General Corporation Law of Delaware or
of the certificate of incorporation or these bylaws, a
written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting
for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because
the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be
specified in any written waiver of notice unless so
required by the certificate of incorporation or these
bylaws.
2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING
Unless otherwise provided in the certificate of
incorporation, any action required by this chapter to be
taken at any annual or special meeting of stockholders of
a corporation, or any action that may be taken at any
annual or special meeting of such stockholders, may be
taken without a meeting, without prior notice, and with-
out a vote if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding
stock having not less than the minimum number of votes
that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon
were present and voted.
Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent
shall be given to those stockholders who have not con-
sented in writing. If the action which is consented to
is such as would have required the filing of a certifi-
cate under any section of the General Corporation Law of
Delaware if such action had been voted on by stockholders
at a meeting thereof, then the certificate filed under
such section shall state, in lieu of any statement re-
quired by such section concerning any vote of stockhold-
ers, that written notice and written consent have been
given as provided in Section 228 of the General Corpora-
tion Law of Delaware.
In order that the corporation may determine the
stockholders entitled to consent to corporate action in
writing without a meeting, the board of directors may fix
a record date, which record date shall not precede the
date upon which the resolution fixing the record date is
adopted by the board of directors, and which date shall
not be more than ten (10) days after the date upon which
the resolution fixing the record date is adopted by the
board of directors. Any stockholder of record seeking to
have the stockholders authorize or take corporate action
by written consent shall, by written notice to the secre-
tary, request the board of directors to fix a record
date. The board of directors shall promptly, but in all
events within ten (10) days after the date on which such
a request is received, adopt a resolution fixing the
record date. If no record date has been fixed by the
board of directors within ten (10) days of the date on
which such a request is received, the record date for
determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action
by the board of directors is required by applicable law,
shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its regis-
tered office in the State of Delaware, its principal
place of business or an officer or agent of the corpora-
tion having custody of the book in which proceedings of
meetings of stockholders are recorded, to the attention
of the secretary of the corporation. Delivery shall be
by hand or by certified or registered mail, return re-
ceipt requested. If no record date has been fixed by the
board of directors and prior action by the board of
directors is required by applicable law, the record date
for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at
the close of business on the date on which the board of
directors adopts the resolution taking such prior action.
In the event of the delivery to the corporation of a
written consent or consents purporting to authorize or
take corporate action and/or related revocations (each
such written consent and any revocation thereof is re-
ferred to in this Section 2.10 as a "Consent"), the
secretary of the corporation shall provide for the safe-
keeping of such Consents and shall as soon as practicable
thereafter conduct such reasonable investigation as he
deems necessary or appropriate for the purpose of ascer-
taining the validity of such Consents and all matters
incident thereto, including, without limitation, whether
the holders of shares having the requisite voting power
to authorize or take the action specified in the Consents
have given consents. No consent to corporate action in
writing without a meeting shall be effective unless
delivered to the corporation within sixty (60) days
following the record date relating thereto fixed pursuant
to this Section 2.10.
2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING;
GIVING CONSENTS
In order that the corporation may determine the
stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other
lawful action, the board of directors may fix, in ad-
vance, a record date, which shall be not more than sixty
(60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other
action.
If the board of directors does not so fix a record
date:
(i) The record date for determining stockholders
entitled to notice of or to vote at a meeting of stock-
holders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice
is waived, at the close of business on the day next
preceding the day on which the meeting is held.
(ii) The record date for determining stockholders
for any other purpose shall be at the close of business
on the day on which the board of directors adopts the
resolution relating thereto.
A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders
shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record
date for the adjourned meeting.
2.12 PROXIES
Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corpo-
rate action in writing without a meeting may authorize
another person or persons to act for him by a written
proxy, signed by the stockholder and filed with the
secretary of the corporation, but no such proxy shall be
voted or acted upon after three (3) years from its date,
unless the proxy provides for a longer period. A proxy
shall be deemed signed if the stockholder's name is
placed on the proxy (whether by manual signature, type-
writing, telegraphic transmission or otherwise) by the
stockholder or the stockholder's attorney-in-fact. The
revocability of a proxy that states on its face that it
is irrevocable shall be governed by the provisions of
Section 212(c) of the General Corporation Law of Dela-
ware.
2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE
The officer who has charge of the stock ledger of a
corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours,
for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not so specified, at
the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. Such list
shall presumptively determine the identity of the stock-
holders entitled to vote at the meeting and the number of
shares held by each of them.
2.14 CONDUCT OF BUSINESS
The chairman of any meeting of stockholders shall
determine the order of business and the procedures at the
meeting, including such matters as the regulation of the
manner of voting and the conduct of business.
ARTICLE III
DIRECTORS
3.1 POWERS
Subject to the provisions of the General Corporation
Law of Delaware and any limitations in the certificate of
incorporation or these bylaws relating to action required
to be approved by the stockholders or by the outstanding
shares, the business and affairs of the corporation shall
be managed and all corporate powers shall be exercised by
or under the direction of the board of directors.
3.2 NUMBER OF DIRECTORS
The number of directors of the corporation shall be
not less than four (4) nor more than (7). The exact
number of directors shall be five (5) until changed,
within the limits specified above, by a bylaw amending
this Section 3.2, duly adopted by the board of directors
or by the stockholders. The indefinite number of direc-
tors may be changed, or a definite number may be fixed
without provision for an indefinite number, by a duly
adopted amendment to the certificate of incorporation or
by an amendment to this bylaw duly adopted by the vote or
written consent of the holders of a majority of the stock
issued and outstanding and entitled to vote.
No reduction of the authorized number of directors
shall have the effect of removing any director before
that director's term of office expires.
3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF
DIRECTORS
Except as provided in Section 3.4 of these bylaws,
directors shall be elected at each annual meeting of
stockholders to hold office until the next annual meet-
ing. Directors need not be stockholders unless so re-
quired by the certificate of incorporation or these
bylaws, wherein other qualifications for directors may be
prescribed. Each director, including a director elected
to fill a vacancy, shall hold office until his successor
is elected and qualified or until his earlier resignation
or removal.
Elections of directors need not be by written bal-
lot.
3.4 RESIGNATION AND VACANCIES
Any director may resign at any time upon written
notice to the corporation. When one or more directors so
resigns and the resignation is effective at a future
date, a majority of the directors then in office, includ-
ing those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office
as provided in this section in the filling of other
vacancies.
A vacancy created by the removal of a director by
the vote or written consent of the stockholders or by a
court order may be filled only by the vote of a majority
of the outstanding shares entitled to vote thereon repre-
sented at a duly held meeting at which a quorum is pres-
ent, or by the unanimous written consent of all shares
entitled to vote thereon. Each director so elected shall
hold office until the next annual meeting of the stock-
holders and until a successor has been elected and quali-
fied.
Unless otherwise provided in the certificate of
incorporation or these bylaws:
(i) Vacancies and newly created directorships
resulting from any increase in the authorized number of
directors elected by all of the stockholders having the
right to vote as a single class may be filled by a major-
ity of the directors then in office, although less than a
quorum, or by a sole remaining director.
(ii) Whenever the holders of any class or classes of
stock or series thereof are entitled to elect one or more
directors by the provisions of the certificate of incor-
poration, vacancies and newly created directorships of
such class or classes or series may be filled by a major-
ity of the directors elected by such class or classes or
series thereof then in office, or by a sole remaining
director so elected.
If at any time, by reason of death or resignation or
other cause, the corporation should have no directors in
office, then any officer or any stockholder or an execu-
tor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for
the person or estate of a stockholder, may call a special
meeting of stockholders in - accordance with the provi-
sions of the certificate of incorporation or these by-
laws, or may apply to the Court of Chancery for a decree
summarily ordering an election as provided in Section 211
of the General Corporation Law of Delaware.
If, at the time of filling any vacancy or any newly
created directorship, the directors then in office con-
stitute less than a majority of the whole board (as
constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stock-
holder or stockholders holding at least ten (10) percent
of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies
or newly created directorships, or to replace the direc-
tors chosen by the directors then in office as aforesaid,
which election shall be governed by the provisions of
Section 211 of the General Corporation Law of Delaware as
far as applicable.
A director elected or appointed to fill a vacancy
shall serve until the next annual meeting of stockholders
or until a successor shall be elected and qualified.
3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE
The board of directors of the corporation may hold
meetings, both regular and special, either within or
outside the State of Delaware.
Unless otherwise restricted by the certificate of
incorporation or these bylaws, members of the board of
directors, or any committee designated by the board of
directors, may participate in a meeting of the board of
directors, or any committee, by means of conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear
each other, and such participation in a meeting shall
constitute presence in person at the meeting.
3.6 FIRST MEETINGS
The first meeting of each newly elected board of
directors shall be held at such time and place as shall
be fixed by the vote of the stockholders at the annual
meeting and no notice of such meeting shall be necessary
to the newly elected directors in order legally to con-
stitute the meeting, provided a quorum shall be present.
In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly
elected board of directors, or in the event such meeting
is not held at the time and place so fixed by the stock-
holders, the meeting may be held at such time and place
as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors,
or as shall be specified in a written waiver signed by
all of the directors.
3.7 REGULAR MEETINGS
Regular meetings of the board of directors may be
held without notice if the times of such meetings are
fixed by the board of directors.
3.8 SPECIAL MEETINGS; NOTICE
Notice of the time and place of special meetings
shall be given to each director at that director's ad-
dress as it is shown on the records of the corporation.
Notice of such special meeting stating the place, date
and hour of the meeting shall be given to each director
either (i) by mail not less than four (4) days before the
date of the meeting, or (ii) personally, by telephone,
telecopy, telegram, telex or other similar means of
communication on twenty-four (24) hours' notice, or on
such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circum-
stances. Any oral notice given personally or by tele-
phone may be communicated either to the director or to a
person at the office of the director whom the person
giving the notice has reason to believe will promptly
communicate it to the director.
3.9 QUORUM
At all meetings of the board of directors, a majori-
ty of the authorized number of directors shall constitute
a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which
there is a quorum shall be the act of the board of direc-
tors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a
quorum is not present at any meeting of the board of
directors, then the directors present thereat may adjourn
the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.
3.10 WAIVER OF NOTICE
Whenever notice is required to be given under any
provision of the General Corporation Law of Delaware or
of the certificate of incorporation or these bylaws, a
written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting
for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because
the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors, or members
of a committee of directors, need be specified in any
written waiver of notice unless so required by the cer-
tificate of incorporation or these bylaws.
3.11 ADJOURNED MEETING; NOTICE
If a quorum is not present at any meeting of the
board of directors, then the directors present thereat
may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is
present.
3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
Unless otherwise restricted by the certificate of
incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the board of
directors, or of any committee thereof, may be taken
without a meeting if all members of the board or commit-
tee, as the case may be, consent thereto in writing and
the writing or writings are filed with the minutes of
proceedings of the board or committee.
3.13 FEES AND COMPENSATION OF DIRECTORS
Unless otherwise restricted by the certificate of
incorporation or these bylaws, the board of directors
shall have the authority to fix the compensation of
directors. The directors may be paid their expenses, if
any, of attending each meeting of the board of directors
and may be paid a fixed sum for attending each meeting of
the board of directors or a stated salary as director.
No such payment shall preclude any director from serving
the corporation in any other capacity and receiving
compensation therefor. Members of special or standing
committees may be allowed like compensation for attending
committee meetings.
3.14 APPROVAL OF LOANS TO OFFICERS
The corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other
employee of the corporation or of its subsidiary, includ-
ing any officer or employee who is a director of the
corporation or its subsidiary, whenever in the judgment
of the directors, such loan, guaranty or assistance may
reasonably be expected to benefit the corporation. The
loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner
as the board of directors shall approve, including,
without limitation, a pledge of shares of stock of the
corporation. Nothing in this section contained shall be
deemed to deny, limit or restrict the powers of guaranty
or warranty of the corporation at common law or under any
statute.
3.15 REMOVAL OF DIRECTORS
Unless otherwise restricted by statute, by the
certificate of incorporation or by these bylaws, any
director or the entire board of directors may be removed,
with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of direc-
tors; provided, however, that, so long as stockholders of
the corporation are entitled to cumulative voting, if
less than the entire board is to be removed, no director
may be removed without cause if the votes cast against
his or her removal would be sufficient to elect him or
her if then cumulatively voted at an election of the
entire board of directors.
No reduction of the authorized number of directors
shall have the effect of removing any director prior to
the expiration of such director's term of office.
ARTICLE IV
COMMITTEES
4.1 COMMITTEES OF DIRECTORS
The board of directors may, by resolution passed by
a majority of the whole board, designate one or more
committees, with each committee to consist of one or more
of the directors of the corporation. The board may
designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence
or disqualification of a member of a committee, the
member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in
the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution
of the board of directors or in the bylaws of the corpo-
ration, shall have and may exercise all the powers and
authority of the board of directors in the management of
the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to
all papers that may require it; but no such committees
shall have the power or authority to (i) amend the cer-
tificate of incorporation (except that a committee may,
to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by
the board of directors as provided in Section 151(a) of
the General Corporation Law of Delaware, fix any of the
preferences or rights of such shares relating to divi-
dends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class or
classes or any other series of the same or any other
class or classes of stock of the corporation), (ii) adopt
an agreement of merger or consolidation under Sections
251 or 252 of the General Corporation Law of Delaware,
(iii) recommend to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's
property and assets, (iv) recommend to the stockholders a
dissolution of the corporation or a revocation of a
dissolution, or (v) amend the bylaws of the corporation;
and, unless the board resolution establishing the commit-
tee, the bylaws or the certificate of incorporation
expressly so provide, no such committee shall have the
power or authority to declare a dividend, to authorize
the issuance of stock, or to adopt a certificate of
ownership and merger pursuant to section 253 of the
General Corporation Law of Delaware.
4.2 COMMITTEE MINUTES
Each committee shall keep regular minutes of its
meetings and report the same to the board of directors
when required.
4.3 MEETINGS AND ACTION OF COMMITTEES
Meetings and actions of committees shall be governed
by, and held and taken in accordance with, the provisions
of Article III of these bylaws, Section 3.5 (place of
meetings and meetings by telephone), Section 3.7 (regular
meetings), Section 3.8 (special meetings and notice), and
Section 3.9.
CERTIFICATE OF ADOPTION OF AMENDED AND
RESTATED BYLAWS
OF
LAM RESEARCH CORPORATION
Certificate of Adoption
The undersigned hereby certifies that he is the duly
elected, qualified, and acting Secretary of Lam Research
Corporation (the "Corporation") and that the foregoing
Amended and Restated Bylaws, comprising twenty-four (24)
pages, were adopted as the Amended and Restated Bylaws of
the Corporation on January 23, 1997 at a duly called meeting
of the Board of Directors of the Company.
IN WITNESS WHEREOF, the undersigned has hereunto set
his hand and affixed the corporate seal this 4th day of
February, 1997.
/s/ Richard H. Lovgren
__________________________________
Richard H. Lovgren, Secretary
EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT: David Ringler
Investor Relations/
Corporate Communications
Lam Research Corporation
4650 Cushing Parkway
Fremont, California 94538
Tel (510) 572-6848
Fax (510) 572-6454
email [email protected]
LAM RESEARCH CORPORATION ADOPTS
SHAREHOLDER RIGHTS PLAN
Fremont, California, January 24, 1997 - Lam
Research Corporation (Nasdaq: LRCX) today announced that
its Board of Directors had adopted a Shareholder Rights
Plan in which rights will be distributed as a dividend at
the rate of one right for each share of common stock, par
value $.001 per share, of the Company held by stockhold-
ers of record as of the close of business on January 31,
1997. In connection with the adoption of the Shareholder
Rights Plan, the Board of Directors also adopted a number
of amendments to the Company's bylaws, including amend-
ments requiring advance notice of stockholder nominations
of directors, stockholder proposals, actions by written
consent by stockholders and a stockholder's intention to
cumulate votes. The bylaw amendments also eliminate the
right of stockholders to call special meetings of stock-
holders.
The Rights Plan is intended to protect stock-
holders by deterring coercive takeover tactics, including
the accumulation of shares in the open market or through
private transactions, and to prevent an acquiror from
gaining control of the Company without offering a fair
price to all of the Company's stockholders. The Rights
will expire on January 31, 2007. The bylaw amendments
are intended to provide advance notice of stockholder
initiatives so that the Board of Directors, as well as
all stockholders of the Company, can evaluate such ini-
tiatives with the benefit of full disclosure of informa-
tion and in an orderly manner.
Under the Rights Plan, each right initially
will entitle stockholders to buy one unit of a share of
preferred stock for $250. The rights will be exercisable
only if a person or group (other than stockholders cur-
rently owning 15 percent of the Company's common stock)
acquires beneficial ownership of 15 percent or more of
the Company's common stock or commences a tender or
exchange offer upon consummation of which such person or
group would beneficially own 15 percent or more of the
Company's common stock.
If any person becomes the beneficial owner of
15 percent or more of the Company's common stock, other
than pursuant to a tender or exchange offer for all
outstanding shares of the Company approved by a majority
of the independent directors not affiliated with such
person, then each right not owned by such person or
related parties will entitle its holder to purchase, at
the right's then current exercise price, shares of the
Company's common stock (or, in certain circumstances as
determined by the Board, cash, other property or other
securities) having a value of twice the right's then
current exercise price. In addition, if after any person
has become a 15 percent stockholder, the Company is
involved in a merger or other business combination trans-
action with another person in which the Company does not
survive or in which its common stock is changed or ex-
changed, or if the Company sells 50 percent or more of
its assets or earning power to another person, each right
will entitle its holder to purchase, at the right's then
current exercise price, shares of common stock of such
other person having a value of twice the right's then
current exercise price.
The Company will generally be entitled to
redeem the Rights at $.001 per Right at any time until 10
business days (subject to extension) following a public
announcement that a 15 percent position has been ac-
quired.
Details of the Shareholder Rights Plan are
outlined in a letter to be mailed to all stockholders of
the Company.
Safe Harbor Statement Under the Private Securi-
ties Litigation Act of 1995: This press release contains
certain forward-looking statements, including those
relating to distribution of dividends and operation of
the Shareholder Rights Plan, that are subject to various
risks and uncertainties that could cause results to
differ materially. These risks include the risk that
future action or inaction by the Board with respect to
the Shareholder Rights Plan, including any future deci-
sion relating to redemption of the Rights or amendment of
the terms of the Rights, could become the subject of
litigation and other risks detailed from time to time in
the Company's SEC reports, including the report on Form
10-Q for the quarter ended September 30, 1996. The
Company assumes no obligation to update the information
in this release.
Lam Research Corporation is a leading supplier
of wafer processing equipment to the worldwide semicon-
ductor industry. The Company's broad product offerings
are focused on etch and deposition, two of the most vital
steps in the fabrication of current and future integrated
circuits. Founded in 1980, Lam is headquartered in
Fremont and maintains customer support centers throughout
the United States, Europe, Japan and the Asia/Pacific
region to support its global customer base. 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.
