As filed with the Securities and Exchange Commission on January __, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-2634797
(State of Incorporation) (I.R.S. Employer Identification No.)
4650 Cushing Parkway
Fremont, California 94538
(Address, including zip code, of Registrant's principal executive offices)
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1984 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
-----------------
Richard H. Lovgren
Vice President, General Counsel
and Secretary
LAM RESEARCH CORPORATION
4650 Cushing Parkway
Fremont, California 94538
(510) 659-0200
(Name, address and telephone number of agent for service)
-----------------
COPY TO:
Twila L. Foster, Esq.
JACKSON, TUFTS, COLE & BLACK, LLP
650 CALIFORNIA STREET; 32ND FLOOR
SAN FRANCISCO, CA 94108
(415) 433-1950
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<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered(1) Registered Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.001
per share
Upon exercise of options and under 350,000 $18.70(2) $6,545,000(2) $1,983
1984 Employee Stock Purchase
Plan
<FN>
- -----------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Estimated in accordance with Rule 457(h) under the Securities Act
solely for the purpose of calculating the total registration fee.
Calculation is based upon 85% (see explanation in following sentence)
of the average of the high and low prices of the Common Stock as
reported on the Nasdaq National Market on January 27, 1998 because the
price at which the interests to be granted in the future may be
exercised is not currently determinable. The purchase price of a share
of Common Stock pursuant to the 1984 Employee Stock Purchase Plan,
which plan is incorporated by reference herein and is attached as
Exhibit 4.1, is equal to 85% of the fair market value of a share of
Common Stock on either the first day or the last day of the relevant
offering period, whichever is lower.
</FN>
</TABLE>
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission").
1. The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1997, including all material incorporated by
reference therein;
2. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1997 including all material
incorporated by reference therein;
3. The Company's Current Report on Form 8-K reporting events on
August 5, 1997 as filed on August 15, 1997 and amended on
October 3, 1997;
4. The Company's Registration Statement on Form 8-A, which became
effective May 4, 1984, registering the Company's Common Stock
under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
5. The description of the Company's Rights Agreement and the Lam
Preferred Stock Purchase Rights contained in the Company's
Registration Statement on Form 8-A as filed on January 28,
1997 and amended on January 30, 1997; and
6. All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation shall have power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful," With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation shall have power to indemnify any person who was or is
3
<PAGE>
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor . . . [by reason of his service in one of the capacities
specified in the preceding sentence] against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the Court of Chancery or such other court
shall deem proper."
The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the DGCL, no director of the Company shall be personably
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. The Certificate of Incorporation also provides
that no amendment or repeal of such provision shall apply to or have any effect
on the right to indemnification permitted thereunder with respect to claims
arising from acts or omissions occurring in whole or in part before the
effective date of such amendment or repeal whether asserted before or after such
amendment or repeal.
The Company's Bylaws provide that the Company shall indemnify to the
full extent authorized by law each of its directors and officers against
expenses incurred in connection with any proceeding arising by reason of the
fact that such person is or was an agent of the corporation.
The Company has entered into indemnification agreements with its
directors and certain of its officers. The Company has also obtained on behalf
of its officers and directors insurance against losses arising from any claim
asserted against or incurred by such individual in any such capacity, subject to
certain exclusions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 1984 Employee Stock Purchase Plan.
4.2(1) Form of Subscription Agreement under the 1984 Employee Stock
Purchase Plan.
5.1 Opinion of Jackson, Tufts, Cole & Black, LLP, as to legality
of securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Counsel *(contained in Exhibit 5.1 above).
24.1 Power of Attorney (see page II-4).
- --------
(1) Incorporated by reference to Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1995.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
4
<PAGE>
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement to include any material
information with respect to the plan of distribution
not previously disclosed in the registration
statement or any material change to such information
in the registration statement.
(2) That, for the purposes of determining any liability
under the Securities Act of 1933, as amended (the
"Securities Act"), each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding ) is asserted by
such director, officer or controlling person in connection
with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Lam Research Corporation, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fremont, State of
California, on this 30th day of January, 1998.
LAM RESEARCH CORPORATION
By: /s/ Richard H. Lovgren
--------------------------------
Richard H. Lovgren,
Vice President, General
Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Roger
D. Emerick and Richard H. Lovgren his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<CAPTION>
Signature Title Date
- -----------------------------------------------------------------------------------------------
<S> <S> <C>
/s/Roger D. Emerick Chairman of the Board January 30, 1998
- -----------------------------
Roger D. Emerick
/s/James W. Bagley Chief Executive Officer January 30, 1998
- ------------------------------ (Principal Executive Officer)
James W. Bagley
/s/Mercedes Johnson Vice President and Chief January 30, 1998
- ------------------------------ Financial Officer
Mercedes Johnson (Principal Financial and
Accounting Officer)
/s/David G. Arscott Director January 30, 1998
- ------------------------------
David G. Arscott
/s/Richard J. Elkus, Jr. Director January 30, 1998
- -------------------------------
Richard J. Elkus, Jr.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
/s/Jack R. Harris Director January 30, 1998
- -------------------------------
Jack R. Harris
/s/Grant M. Inman Director January 30, 1998
- -------------------------------
Grant M. Inman
/s/Osamu Kano Director January 30, 1998
- --------------------------------
Osamu Kano
</TABLE>
7
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
- ------------ --------------------------------------------------------------- ------------
<S> <C>
4.1 1984 Stock Purchase Plan
5.1 Opinion of Jackson, Tufts, Cole & Black, LLP, as to legality of
securities being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1 above).
24.1 Power of Attorney (see page II-4).
</TABLE>
8
Exhibit 4.1
LAM RESEARCH CORPORATION
1984 EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the 1984 Employee Stock
Purchase Plan of Lam Research Corporation.
1. Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Committee" shall mean the Committee appointed by the
Board in accordance with Section 13 of the Plan, if one is appointed.
(d) "Common Stock" shall mean the Common Stock of the Company.
(e) "Company" shall mean Lam Research Corporation, a Delaware
corporation.
(f) "Compensation" shall mean all regular straight time gross
earnings, exclusive of payments for overtime, shift premium, incentive
compensation, incentive payments, bonuses, commissions or other compensation.
(g) "Continuous Status as an Employee" shall mean the absence
of any interruption or termination of service as an Employee. Continuous Status
as an Employee shall not be considered interrupted in the case of a leave of
absence agreed to in writing by the Company, provided that such leave is for a
period of not more than 90 days or re-employment upon the expiration of such
leave is guaranteed by contract or statute.
(h) "Designated Subsidiaries" shall mean the Subsidiaries
which have been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.
(i) "Employee" shall mean any person, including an officer,
who is customarily employed for at least twenty (20) hours per week and more
than five (5) months in a calendar year by the Company or one of its Designated
Subsidiaries.
(j) "Exercise Date" shall mean the last day of each offering
period of the plan.
(k) "Offering Date" shall mean the first day of each offering
period of the Plan.
(l) "Plan" shall mean this 1984 Employee Stock Purchase Plan.
<PAGE>
(m) "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
3. Eligibility.
(a) Any Employee who is an Employee as of the Offering Date of
a given offering period shall be eligible to participate in such Offering Period
under the Plan, subject to the requirements of paragraph 5(a) and the
limitations imposed by Section 423(b) of the Code.
(b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i) if,
immediately after the grant, such Employee [or any other person whose stock
would be attributed to such Employee pursuant to Section 425(d) of the Code]
would own stock and/or hold outstanding options to purchase stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or of any subsidiary of the Company, or (ii)
which permits his rights to purchase stock under all employee stock purchase
plans of the Company and its subsidiaries to accrue at a rate which exceeds
Twenty-Five Thousand Dollars ($25,000) of fair market value of such stock
(determined at the time such option is granted) for each calendar year in which
such option is outstanding at any time.
4. Offering Periods. The Plan shall be implemented by one offering
during each offering period of the Plan, commencing on or about January 1, 1985,
and continuing thereafter until terminated in accordance with paragraph 19
hereof. Initially, the duration of each offering period shall be six months. The
Board or the Committee shall have the power to change the duration of offering
periods with respect to future offerings without stockholder approval if such
change is announced at least fifteen (15) days prior to the scheduled beginning
of the first offering period to be affected.
5. Participation.
(a) An eligible Employee may become a participant in the Plan
by completing a subscription agreement authorizing payroll deduction on the form
of Exhibit A to this Plan and filing it with the Company's payroll office prior
to the applicable Offering Date, unless a later time for filing the subscription
agreement is set by the Board or the Committee for all eligible Employees with
respect to a given offering.
(b) Payroll deductions for a participant shall commence on the
first payroll following the Offering Date and shall end on the Exercise Date of
the offering to which such authorization is applicable, unless sooner terminated
by the participant as provided in paragraph 10.
6. Payroll Deductions.
(a) At the time a participant files his subscription
agreement, he shall elect to have payroll deductions made on each payday during
the offering period in an amount not exceeding five percent (10%) of the
Compensation which he receives on each payday during the offering period, and
the aggregate of such payroll deductions during the offering period shall not
exceed five percent (10%) of his aggregate Compensation during said offering
period.
(b) All payroll deductions made by a participant shall be
credited to his account under the Plan. A participant may not make any
additional payments into such account.
-2-
<PAGE>
(c) A participant may discontinue his participation in the
Plan as provided in paragraph 10, or may lower, but not increase, the rate of
his payroll deductions during the offering period by completing or filing with
the Company a new subscription agreement authorizing a change in payroll
deduction rate. The change in rate shall be effective fifteen (15) days
following the Company's receipt of the new subscription agreement.
7. Grant of Option.
(a) On the Offering Date of each offering period, each
eligible Employee participating in the Plan shall be granted an option to
purchase (at the per share option price) up to a number of shares of the
Company's Common Stock determined by dividing such Employee's payroll deductions
accumulated during such offering period by the lower of (i) eighty-five percent
(85%) of the fair market value of a share of the Company's Common Stock on the
Offering Date, or (ii) eighty-five percent (85%) of the fair market value of a
share of the Company's Common Stock on the Exercise Date; provided that in no
event shall an Employee be permitted to purchase during each offering period
more than a number of shares determined by dividing $12,500 by the fair market
value of a share of the Company's Common Stock on the Offering Date, and
provided further that such purchase shall be subject to the limitations set
forth in Section 3(b) and 12 hereof. Fair market value of a share of the
Company's Common Stock shall be determined as provided in Section 7(b) herein.
(b) The option price per share of the shares offered in a
given offering period shall be the lower of: (i) 85% of the fair market value of
a share of the Common Stock of the Company on the Offering Date; or (ii) 85% of
the fair market value of a share of the Common Stock of the Company on the
Exercise Date. The fair market value of the Company's Common Stock on a given
date shall be determined by the Board or the Committee in its discretion;
provided, however, that where there is a public market for the Common Stock, the
fair market value per Share shall be the mean of the bid and asked prices [or
the closing price per share if the Common Stock is listed on the National
Association of Securities Dealers Automated Quotation ("NASDAQ") National Market
System] of the Common Stock for such date, as reported in the Wall Street
Journal (or, if not so reported, as otherwise reported by the NASDAQ System) or,
in the event the Common Stock is listed on a stock exchange, the fair market
value per Share shall be the closing price on such exchange on such date, as
reported in the Wall Street Journal.
8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in paragraph 10, his option for the purchase of shares will be
exercised automatically on the Exercise Date of the offering period, and the
maximum number of full shares subject to option will be purchased for him at the
applicable option price with the accumulated payroll deductions in his account.
The shares purchased upon exercise of an option hereunder shall be deemed to be
transferred to the participant on the Exercise Date. During his lifetime, a
participant's option to purchase shares hereunder is exercisable only by him.
9. Delivery. As promptly as practicable after the Exercise Date of each
offering, the Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased upon exercise of
his option. Any cash remaining to the credit of a participant's account under
the Plan after a purchase by him of shares at the termination of each offering
period, or which is insufficient to purchase a full share of Common Stock of the
Company, shall be returned to said participant.
-3-
<PAGE>
10. Withdrawal; Termination of Employment.
(a) A participant may withdraw all but not less than all the
payroll deductions credited to his account under the Plan at any time prior to
the Exercise Date of the offering period by giving written notice to the Company
in the form of Exhibit B to this Plan. All of the participant's payroll
deductions credited to his account will be paid to him promptly after receipt of
his notice of withdrawal and his option for the current period will be
automatically terminated, and no further payroll deductions for the purchase of
shares will be made during the offering period.
(b) Upon termination of the participant's Continuous Status as
an Employee prior to the Exercise Date of the offering period for any reason,
including retirement or death, the payroll deductions credited to his account
will be returned to him or, in the case of his death, to the person or persons
entitled thereto under paragraph 14, and his option will be automatically
terminated.
(c) In the event an Employee fails to remain in Continuous
Status as an Employee for at least twenty (20) hours per week during the
offering period in which the employee is a participant, he will be deemed to
have elected to withdraw from the Plan and the payroll deductions credited to
his account will be returned to him and his option terminated.
(d) A participant's withdrawal from an offering will not have
any effect upon his eligibility to participate in a succeeding offering or in
any similar plan which may hereafter be adopted by the Company.
11. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.
12. Stock.
(a) The maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan shall be 2,037,500 shares,
subject to adjustment upon changes in capitalization of the Company as provided
in paragraph 18. If the total number of shares which would otherwise be subject
to options granted pursuant to Section 7(a) hereof on the Offering Date of an
offering period exceeds the number of shares then available under the Plan
(after deduction of all shares for which options have been exercised or are then
outstanding), the Company shall make a pro rata allocation of the shares
remaining available for option grant in as uniform a manner as shall be
practicable and as it shall determine to be equitable. In such event, the
Company shall give written notice of such reduction of the number of shares
subject to the option to each Employee affected thereby and shall similarly
reduce the rate of payroll deductions, if necessary.
(b) The participant will have no interest or voting right in
shares covered by his option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan
will be registered in the name of the participant or in the name of the
participant and his spouse or, beginning with the offering period ending June 8,
1990, in the name of the participant and any joint tenant(s) designated by the
participant.
13. Administration. The Plan shall be administered by the Board of the
Company or a committee of one or more persons appointed by the Board. The
administration, interpretation or application of the Plan by the Board or its
committee shall be final, conclusive and binding upon all participants. Members
of the Board and other persons who are eligible Employees are permitted to
participate in the Plan, provided that:
(a) No person who is eligible to participate in the Plan may
vote on any matter affecting the administration of the Plan or the grant of any
option pursuant to the Plan.
(b) If a Committee is established to administer the Plan, no
person who is eligible to participate in the Plan may be a member of the
Committee.
-4-
<PAGE>
14. Designation of Beneficiary.
(a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to the end of the offering period but prior to the delivery to him of
such shares and cash. In addition, a participant may file a written designation
of a beneficiary who is to receive any cash from the participant's account under
the Plan in the event of such participant's death prior to the Exercise Date of
the offering period.
(b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant or, if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.
15. Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in paragraph 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds in accordance with paragraph 10.
16. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.
17. Reports. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to participating
Employees promptly following each Exercise Date, which statements will set forth
the amounts of payroll deductions, the per share purchase price, the number of
shares purchased and the remaining cash balance, if any.
18. Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company, the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but have not yet been placed under option (collectively, the
"Reserves"), as well as the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration". Such adjustment shall be made by the Board or
the Committee, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.
In the event of the proposed dissolution or liquidation of the Company,
the offering period will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board or the Committee. In the
event of a proposed sale of all or substantially all of the assets of the
Company, or the
-5-
<PAGE>
merger of the Company with or into another corporation, each option under the
Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless such successor corporation does not agree to assume the option or to
substitute an equivalent option, in which case the Board or the Committee shall,
in lieu of such assumption or substitution, provide for the participant to have
the right to exercise the option as to all of the optioned stock, including
shares as to which the option would not otherwise be exercisable. If the Board
or the Committee makes an option fully exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board or the
Committee shall notify the participant that the option shall be fully
exercisable for a period of thirty (30) days from the date of such notice, and
the option will terminate upon the expiration of such period.
The Board or the Committee may, if it so determines in the exercise of
its sole discretion, also make provision for adjusting the Reserves, as well as
the price per share of Common Stock covered by each outstanding option, in the
event that the Company effects one or more reorganizations, recapitalizations,
rights offerings or other increases or reductions of shares of its outstanding
Common Stock, and in the event of the Company being consolidated with or merged
into any other corporation.
19. Amendment or Termination. The Board or the Committee may at any
time terminate or amend the Plan. Except as provided in paragraph 18, no such
termination can affect options previously granted, nor may an amendment make any
change in any option theretofore granted which adversely affects the rights of
any participant, nor may an amendment be made without prior approval of the
stockholders of the Company (obtained in the manner described in paragraph 21)
if such amendment would:
(a) Increase the number of shares that may be issued under the
Plan;
(b) Permit payroll deductions at a rate in excess of ten
percent (10%) of the participant's Compensation;
(c) Change the designation of the employees (or class of
employees) eligible for participation in the Plan; or
(d) If the Company has a class of equity securities registered
under Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") at the time of such amendment, materially increase the benefits
which may accrue to participants under the Plan.
If any amendment requiring stockholder approval under this paragraph 19
of the Plan is made subsequent to the first registration of any class of equity
securities by the Company under Section 12 of the Exchange Act, such stockholder
approval shall be solicited as described in paragraph 21 of the Plan.
20. Notices. All notices or other communications by a participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.
-6-
<PAGE>
21. Stockholder Approval.
(a) Continuance of the Plan shall be subject to approval by
the stockholders of the Company within twelve months before or after the date
the Plan is adopted.
(b) If and in the event that the Company registers any class
of equity securities pursuant to Section 12 of the Exchange Act, any required
approval of the stockholders of the Company obtained after such registration
shall be solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.
(c) If any required approval by the stockholders of the Plan
itself or of any amendment thereto is solicited at any time otherwise than in
the manner described in Section 17(b) hereof, then the Company shall, at or
prior to the first annual meeting of stockholders held subsequent to the later
of (1) the first registration of any class of equity securities of the Company
under Section 12 of the Exchange Act or (2) the granting of an Option hereunder
to an Officer and Director after such registration, do the following:
(i) furnish in writing to the holders entitled to
vote for the Plan substantially the same information which would be required (if
proxies to be voted with respect to approval or disapproval of the Plan or
amendment were then being solicited) by the rules and regulations in effect
under Section 14(a) of the Exchange Act at the time such information is
furnished; and
(ii) file with, or mail for filing to, the Securities
and Exchange Commission four copies of the written information referred to in
subsection (i) hereof not later than the date on which such information is first
sent or given to stockholders.
22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.
23. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
stockholders of the Company as described in paragraph 21. It shall continue in
effect for a term of twenty (20) years unless sooner terminated under paragraph
19.
24. Additional Restrictions of Rule 16b-3. The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Securities Exchange Act of 1934 shall comply with the
applicable provisions of Rule 16b-3 of such Act. This Plan shall be deemed to
contain, and such options shall contain, and the shares issued upon exercise
thereof shall be subject to, such additional conditions and restrictions as may
be required by Rule 16b-3 to qualify for the maximum exemption from Section 16
of the Securities Exchange Act of 1934 with respect to Plan transactions.
-7-
[JACKSON TUFTS COLE & BLACK, LLP LETTERHEAD]
January 30, 1998
Lam Research Corporation
4650 Cushing Parkway
Fremont, CA 94538
Re: Registration Statement on Form S-8 of Lam Research Corporation
(the "Registration Statement")
Ladies and Gentlemen:
With reference to the Registration Statement to be filed by Lam
Research Corporation, a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to 350,000 additional shares of Common Stock, par value $0.001 per
share, of the Company (the "Common Stock") which are issuable pursuant to the
1984 Employee Stock Purchase Plan (the "Plan") following the recent amendment to
the Plan which increased the size of the Plan by 350,000 shares of the Common
Stock, it our opinion that the 350,000 shares of the Common Stock (as such
number may be adjusted as provided in the Plan), when issued and sold in
accordance with the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Jackson Tufts Cole & Black, LLP
9
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1984 Employee Stock Purchase Plan of Lam Research
Corporation of our report dated August 26, 1997, with respect to the
consolidated financial statements of Lam Research Corporation incorporated by
reference in its Annual Report (Form 10-K) for the year ended June 30, 1997 and
the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
San Jose, California
January 28, 1998
10
