<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER __, 1998
REGISTRATION NO.__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------
LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 94-2634797
- ------------------------ ---------------------------------
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
</TABLE>
4650 CUSHING PARKWAY
FREMONT, CALIFORNIA 94108
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
-------------------------------
1999 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 94108
(510) 659-0200
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-------------------------------
COPIES TO:
TWILA L. FOSTER, ESQ.
JACKSON TUFTS COLE & BLACK, LLP
650 CALIFORNIA STREET, SUITE 3200
SAN FRANCISCO, CALIFORNIA 94108
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING PRICE AMOUNT OF
BE REGISTERED(1) REGISTERED SHARE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 3,000,000 $11.87(2) $35,620,312.50 $9902.45
value $0.001 per share
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of interests to be offered or sold pursuant to the
employee benefit plan(s) 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 the following sentence) of the average
of the high and low prices of the Common Stock, as reported on the Nasdaq
National Market on November 2, 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
1999 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 as of (i) the beginning of the offering
period, (ii) any intervening interim offering date (if the employee becomes
a participant as of that date), or (iii) the purchase date, whichever is
lower. If there is no public trading of the Common Stock on a given date,
the fair market value shall be determined by the Plan Administrator in its
discretion.
2
<PAGE> 3
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, 1998, including all material incorporated by reference
therein;
2. The Company's Report on Form 8-K reporting events on June 24, 1998 as
filed on July 10, 1998;
3. The Company's Report on Form 8-K reporting events on July 28, 1998 as
filed on August 14, 1998;
4. The Company's Current Report on Form 8-K reporting events on September
14, 1998, as filed on September 16, 1998;
5. 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"); 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 de-registers 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.
Attorneys at the firm of Jackson Tufts Cole & Black, LLP which furnished
the opinion as to the legality of the securities to be offered, are stockholders
of the Company owning an aggregate of 1700 shares.
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
3
<PAGE> 4
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 attorney's
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 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 attorney's
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. Additionally, the Company
shall similarly indemnify the Plan Administrator as provided under the terms of
the Plan. 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.
<TABLE>
<S> <C>
Exhibit No. 4.1 1999 Employee Stock Purchase Plan.
</TABLE>
4
<PAGE> 5
<TABLE>
<S> <C>
Exhibit No. 5.1 Opinion of Jackson, Tufts, Cole & Black, LLP, as to
the legality of securities being registered.
Exhibit No. 23.1 Consent of Ernst & Young LLP, Independent Auditors.
Exhibit No. 23.2 PriceWaterhouseCoopers, LLP, Independent Auditors.
Exhibit No. 23.3 Consent of Counsel (contained in Exhibit 5.1 above).
Exhibit No. 24.1 Power of Attorney (see page 8).
</TABLE>
ITEM 9 UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement.
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-8 and the information required to
be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under 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 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
5
<PAGE> 6
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 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 registrar 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.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 November 5, 1998.
LAM RESEARCH CORPORATION
By: /s/ Richard H. Lovgren
-------------------------------------
Richard H. Lovgren
Vice President, General Counsel
and Secretary
7
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard H. Lovgren and James W. Bagley
his or her attorneys-in-fact, each with the power of substitution, for him or
her in any and all capacities to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with 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, alone
or together, or his or her substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James W. Bagley Chief Executive Officer and
- --------------------------------------- Chairman of the Board November 5, 1998
James W. Bagley (Principal Executive Officer)
Vice President, Finance and Chief
/s/ Mercedes Johnson Financial Officer November 5, 1998
- ---------------------------------------
Mercedes Johnson (Principal Financial and Accounting
Officer)
/s/ Roger D. Emerick Director November 5, 1998
- ---------------------------------------
Roger D. Emerick
/s/ David G. Arscott Director November 5, 1998
- ---------------------------------------
David G. Arscott
/s/ Richard J. Elkus, Jr. Director November 5, 1998
- ---------------------------------------
Richard J. Elkus, Jr.
/s/ Jack R. Harris Director November 5, 1998
- ---------------------------------------
Jack R. Harris
/s/ Grant M. Inman Director November 5, 1998
- ---------------------------------------
Grant M. Inman
/s/ Kenneth M. Thompson Director November 5, 1998
- ---------------------------------------
Kenneth M. Thompson
</TABLE>
8
<PAGE> 9
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Numbered Page
----------- -------------
<S> <C>
4.1 1999 Employee Stock Purchase Plan
5.1 Opinion of Jackson Tufts Cole & Black, LLP
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of PriceWaterhouseCoopers, LLP, Independent Auditors
23.3 Consent of Counsel (contained in Exhibit 5.1 above).
24.1 Power of Attorney (see page 8)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
LAM RESEARCH CORPORATION
1999 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. This Lam Research Corporation 1999 Employee Stock Purchase
Plan ("Plan") is intended to provide employees of the Company and its Designated
Subsidiaries with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions.
2. Definitions.
(a) "Administrator" means the Board, the Stock Committee of the Board
or any committee the Board may subsequently appoint to administer the Plan
pursuant to Section 13 hereof, if one is appointed. If at any time or to any
extent the Board shall not administer the Plan, then the functions of the Board
specified in the Plan shall be exercised by the Administrator.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Common Stock" means the Common Stock of the Company.
(e) "Company" means Lam Research Corporation, a Delaware corporation.
(f) "Compensation" means 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" means 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" means the Subsidiaries that have been
designated by the Board or Administrator from time to time in its sole
discretion as eligible to participate in this Plan.
<PAGE> 2
(i) "Employee" means any person, including an officer, who is
customarily employed for at least 20 hours per week by the Company or one of its
Designated Subsidiaries. Whether an individual qualifies as an Employee shall be
determined by the Administrator, in its sole discretion, by reference to Section
3401(c) of the Code and the regulations promulgated thereunder; unless the
Administrator makes a contrary determination, the Employees of the Company
shall, for all purposes of this Plan, be those individuals who satisfy the
customary employment criteria set forth above and are carried as employees by
the Company or a Designated Subsidiary for regular payroll purposes.
(j) "Exercise Date" means such business days during each Offering
Period of this Plan as may be identified by the Administrator pursuant to
Section 8 of this Plan.
(k) "Interim Offering Date" means the first business day following an
Exercise Date other than the last Exercise Date of an Offering Period.
(l) "Offering Date" means the first business day of an Offering
Period.
(m) "Offering Period" means a period established by the Administrator
pursuant to Section 4 of this Plan during which payroll deductions are
accumulated from Participants and applied to the purchase of Common Stock.
(n) "Participant" means an Employee who has elected to participate in
this Plan pursuant to Section 5 hereof.
(o) "Plan" means this Lam Research Corporation 1999 Employee Stock
Purchase Plan.
(p) "Purchase Right" means a right to purchase Common Stock granted
pursuant to Section 7 of this Plan.
(q) "Subsidiary" means 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) Regular Participation. Any person who is, or will be, an Employee
on the Offering Date of a given Offering Period shall be eligible to participate
in this Plan during such Offering Period, subject to the requirements of Section
5(a) of this Plan.
(b) Interim Participation. Any person who becomes an Employee after
the Offering Date of an Offering Period and before an Interim Offering Date
shall be eligible to participate in this Plan during such Offering Period, but
only on and beginning with the first
<PAGE> 3
Interim Offering Date on or before which such person becomes an Employee, and
subject to the requirements of Section 5(a) of this Plan.
(c) Exceptions. Notwithstanding paragraphs (a) and (b) of this
Section 5, an Employee shall not be eligible to participate in this Plan during
an Offering Period to the extent that (i) immediately after the grant of a
Purchase Right on an Offering Date or Interim Offering Date, the Employee (or
any other person whose stock would be attributed to the Employee under Section
424(d) of the Code) would own stock and/or hold outstanding purchase rights to
purchase stock possessing five percent or more of the total combined voting
power or value of all classes of stock of the Company or of any Subsidiary, or
(ii) the grant of a Purchase Right on an Offering Date or Interim Offering Date
would permit the Employee's rights to purchase stock under all employee stock
purchase plans of the Company and its Subsidiaries to accrue at a rate that
exceeds $25,000 of fair market value of such stock (determined at the date of
grant of those purchase rights) for each calendar year in which the purchase
rights would be outstanding at any time.
4. Offering Periods.
Unless otherwise determined by the Administrator:
(a) the first Offering Period under this Plan shall begin as of
November 6, 1998 and shall end on December 31, 1999;
(b) the duration of each Offering Period (other than the first
Offering Period) shall be 12 months (measured from the first business day of the
first month to the last business day of the 12th month;
(c) a new Offering Period shall begin on the first business day after
the last Exercise Date of an Offering Period;
(d) a new Offering Period shall begin, and the old Offering Period
shall terminate, on the first business day after an Exercise Date (other than
the last Exercise Date of an Offering Period) if the fair market value Stock (as
defined in Section 7(b)(i) of this Plan) of a share of Common is less than the
fair market value of a share of Common Stock on the Offering Date of the
Offering Period; and
(e) an Offering Period shall terminate on the date that there are no
Participants enrolled in it.
5. Participation.
(a) An Employee may become a Participant in this Plan by completing a
subscription agreement, in such form or forms as the Administrator may approve
from time to time, and filing it with the Company's payroll office within 15
days before the applicable Offering Date or Interim Offering Date, unless
another time for filing the subscription agreement
<PAGE> 4
is set by the Administrator for all Employees with respect to a given Offering
Period. The subscription agreement shall authorize payroll deductions pursuant
to this Plan and shall have such other terms as the Administrator may specify
from time to time.
(b) At the end of an Offering Period, each Participant in the
Offering Period who remains an Employee shall be automatically enrolled in the
next succeeding Offering Period (a "Re-enrollment") unless, in a manner and at a
time specified by the Administrator, but in no event later than the day before
the Offering Date of such succeeding Offering Period, the Participant notifies
the Administrator in writing that the Participant does not wish to be
re-enrolled. Re-enrollment shall be at the withholding percentage specified in
the Participant's most recent subscription agreement unless the Participant
changes that percentage by timely written notice. No Participant shall be
automatically re-enrolled whose participation has terminated by operation of
Section 10 of this Plan.
(c) If an Offering Period commences pursuant to Section 4(d) of this
Plan, each Employee on the Offering Date of that Offering Period shall
automatically become a Participant in the commencing Offering Period.
Participation shall be at the withholding percentage specified in the
Participant's most recent subscription agreement, unless the Participant notice
changes that percentage by timely written notice. If the Participant has no
subscription agreement on file, Participation shall be at a 0% withholding rate
until changed by the Participant. No Participant shall be automatically
re-enrolled whose participation has terminated by operation of Section 10 of
this Plan.
6. Payroll Deductions.
(a) Each Participant shall have withheld a percentage of his or her
Compensation received during an Offering Period. Withholding shall be in whole
percentages, up to a maximum (not to exceed 15%) established by the
Administrator from time to time, as specified by the Participant in his or her
subscription agreement. Payroll deductions for a Participant during an Offering
Period shall begin with the first payroll following the Offering Date or Interim
Offering Date and shall end on the last Exercise Date of the Offering Period,
unless sooner terminated by the Participant as provided in Section 10 of this
Plan.
(b) All payroll deductions made by a Participant shall be credited to
the Participant's account under this Plan. A Participant may not make any
additional payments into such account.
(c) A Participant may change the rate of his or her payroll
deductions during an Offering Period by filing with the Administrator a new
subscription agreement authorizing the change. The change shall take effect 15
days after the Administrator's receipt of the new subscription agreement, except
that increases in rate shall take effect on the day after the first Exercise
Date on or after the 15th day.
7. Purchase Rights.
<PAGE> 5
(a) Grant of Purchase Rights. On the Offering Date, or (if
applicable) Interim Offering Date of each Offering Period, the Participant shall
be granted a Purchase Right to purchase (at the per-share price) during the
Offering Period the number of shares of Common Stock determined by dividing (i)
$25,000 multiplied by the number of (whole or part) calendar years in the
Offering Period by (ii) the fair market value of a share of Common Stock on the
Offering Date or Interim Offering Date.
(b) Terms of Purchase Rights. Except as otherwise determined by the
Administrator, each Purchase Right shall have the following terms:
(i) The per-share price of the shares subject to a Purchase
Right shall be 85% of the lower of the fair market values
of a share of Common Stock on (a) the Offering Date, or
Interim Offering Date, on which the Purchase Right was
granted and (b) the Exercise Date. The fair market value of
the Common Stock on a given date shall be the closing price
as reported in the Wall Street Journal; provided, however,
that if there is no public trading of the Common Stock on
that date, then fair market value shall be determined by
the Administrator in its discretion.
(ii) Payment for shares purchased by exercise of Purchase Rights
shall be made only through payroll deductions in accordance
with Section 6 of this Plan.
(iii) Upon purchase or disposition of shares acquired by exercise
of a Purchase Right, the Participant shall pay, or make
provision adequate to the Administrator for payment of, all
tax (and similar) withholdings that the Administrator
determines, in its discretion, are required due to the
acquisition or disposition, including without limitation
any such withholding that the Administrator determines in
its discretion is necessary to allow the Company and its
Subsidiaries to claim tax deductions or other benefits in
connection with the acquisition or disposition.
(iv) During his or her lifetime, a Participant's Purchase Right
is exercisable only by the Participant.
(v) The Purchase Rights will in all respects be subject to the
terms and conditions of this Plan, as interpreted by the
Administrator from time to time.
8. Exercise Dates; Purchase of Shares; Refund of Excess Cash.
(a) The Administrator shall establish one or more Exercise Dates for
each Offering Period. For the initial Offering Period under this Plan, there
shall be four Exercise
<PAGE> 6
Dates, occurring on the last business days of each December, April, and August
in such Offering Period.
(b) Each Participant's Purchase Right shall be exercised
automatically on each Exercise Date during the Offering Period to purchase the
maximum number of full shares at the applicable price using the Participant's
accumulated payroll deductions.
(c) The shares purchased upon exercise of a Purchase Right shall be
deemed to be transferred to the Participant on the Exercise Date. A Participant
will have no interest or voting right in shares covered by a Purchase Right
until the Purchase Right has been exercised.
(d) Any cash remaining in a Participant's payroll deduction account
after the purchase of shares on an Exercise Date shall be carried forward in
that account for application on the next Exercise Date; provided that at the
termination of an Offering Period, any such cash shall be promptly refunded
returned to the Participant.
9. Registration and Delivery of Share Certificates.
(a) Shares purchased by a Participant under this Plan will be
registered in the name of the Participant, or in the name of the Participant and
his or her spouse, or in the name of the Participant and joint tenant(s) (with
right of survivorship), as designated by the Participant.
(b) As soon as administratively feasible after each Exercise Date,
the Company shall deliver to the Participant a certificate representing the
shares purchased upon exercise of a Purchase Right. If approved by the
Administrator in its discretion, the Company may instead (i) deliver a
certificate (or equivalent) to a broker for crediting to the Participant's
account or (ii) make a notation in the Participant's favor of non-certificated
shares on the Company's stock records.
10. Withdrawal; Termination of Employment.
(a) A Participant may withdraw all, but not less than all, of the
payroll deductions credited to his account under this Plan at any time before an
Exercise Date by giving written notice to the Administrator in a form the
Administrator prescribes from time to time. The Participant's Purchase Right
will automatically terminate on the date of receipt of the notice, all payroll
deductions credited to the Participant's account will be refunded promptly
thereafter, and no further payroll deductions will be made during the Offering
Period.
(b) Upon termination of a Participant's Continuous Status as an
Employee for any reason, including retirement or death, the payroll deductions
credited to the Participant's account will be promptly refunded to the
Participant or, in the case of death, to the person or persons entitled thereto
under Section 14 of this Plan, and the Participant's Purchase Right will
automatically terminate.
<PAGE> 7
(c) If a Participant fails to remain in Continuous Status as an
Employee for at least 20 hours per week during an Offering Period, the
Participant will be deemed to have withdrawn from this Plan, the payroll
deductions credited to the Participant's account will be promptly refunded, and
the Participant's Purchase Right shall terminate.
(d) A Participant's withdrawal from an offering will not affect the
Participant's eligibility to participate in a succeeding offering or in any
similar plan that may be adopted by the Company.
11. Use of Funds; No Interest.
Amounts withheld from Participants' Compensation under this Plan shall
constitute general funds of the Company and may be used for any corporate
purpose, and the Company shall not be obligated to segregate such payroll
deductions. No interest shall accrue on the payroll deductions of a Participant
in this Plan.
12. Number of Shares Reserved.
(a) Three million shares of Common Stock are reserved for issuance
under this Plan, as follows:
(i) 1,000,000 shares may be issued at any time before
termination of this Plan; and
(ii) an additional share (up to a total of 2,000,000 additional
shares) may be issued for each share of Common Stock that
the Company redeems, in public-market or private purchases,
and designates for this purpose after the date of Board
approval of this Plan.
(b) If the total number of shares that would otherwise be subject to
Purchase Rights granted on an Offering Date exceeds the number of shares then
available under this Plan (after deduction of all shares for which Purchase
Rights have been exercised or are then outstanding), the Administrator shall
make a pro-rata allocation of the available shares in a manner that it
determines to be as uniform and equitable as practicable. In such event, the
Administrator shall give written notice of the reduction and allocation to each
Participant.
(c) The Administrator may, in its discretion, transfer shares
reserved for issuance under this Plan into a plan of similar terms, as approved
by the Board, providing for the purchase of shares of Common Stock by employees
of Subsidiaries designated by the Board that do not (or do not thereafter)
participate in this plan. Such plan may, without limitation, provide for
variances from the terms of this Plan to take into account special circumstances
(such as foreign legal restrictions) affecting the employees of such designated
Subsidiaries.
13. Administration.
<PAGE> 8
This Plan shall be administered by the Administrator. The
administration, interpretation, and application of this Plan by the
Administrator shall be final, conclusive, and binding upon all persons. Neither
Members of the Board nor the Administrator shall be liable for any action or
determination taken or made in good faith with respect to the Plan, or any
shares purchased or issued or Purchase Right exercised thereunder. Members of
the Board and other persons who are Employees are permitted to participate in
this Plan.
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
this Plan in the event of the Participant's death.
(b) A 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 this Plan who is living at
the time of the Participant's death, the Administrator shall deliver such shares
and/or cash to the executor or administrator of the Participant's estate, or if
no such executor or administrator has been appointed (to the Administrator's
knowledge), the Administrator, 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
Administrator, then to such other person as the Administrator may designate.
15. Transferability.
Neither payroll deductions credited to a Participant's account nor any
rights with regard to the exercise of a Purchase Right or to receive shares
under this 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 Section 14 hereof) by the Participant. Any such attempt at
assignment, transfer, pledge, or other disposition shall be without effect,
except that the Administrator may treat such act as an election to withdraw
funds in accordance with Section 10 hereof.
16. Reports.
Individual accounts will be maintained for each Participant in this
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.
17. Adjustments upon Changes in Capitalization.
(a) Subject to any required action by the stockholders of the
Company, the number of shares of Common Stock covered by each Purchase Right
under this Plan that has not yet been exercised and the number of shares of
Common Stock that have been authorized for
<PAGE> 9
issuance under this Plan but have not yet been placed under a Purchase Right
(collectively, the "Reserves"), as well as the price per share of Common Stock
covered by each Purchase Right under this Plan that 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 Administrator, whose determination 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 a Purchase
Right.
(b) In the event of the proposed dissolution or liquidation of the
Company, the then-current Offering Period will terminate immediately before the
consummation of such proposed action, unless otherwise provided by the Board or
the Administrator (if the Administrator is not the Board). In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation (if stockholders of the
Company own less than 50% of the total outstanding voting power in the surviving
entity or a parent of the surviving entity after the merger), each Purchase
Right under this Plan shall be assumed or an equivalent purchase right shall be
substituted by the successor corporation or a parent or subsidiary of the
successor corporation, unless the successor corporation does not agree to assume
the Purchase Right or to substitute an equivalent purchase right, in which case
the Administrator may, in lieu of such assumption or substitution, accelerate
the exercisability of Purchase Rights, and allow Purchase Rights to be
exercisable (if the Board approves) as to shares as to which the Purchase Right
would not otherwise be exercisable, on terms and for a period that the
Administrator determines in its discretion. To the extent that the Administrator
accelerates exercisability of Purchase Rights as described above, it shall
promptly so notify all Participants in writing.
(c) The Administrator may, in its discretion, also make provision for
adjusting the Reserves, as well as the price per share of Common Stock covered
by each outstanding Purchase Right, if the Company effects one or more
reorganizations, recapitalizations, rights offerings, or other increases or
reductions of shares of its outstanding Common Stock, or if the Company
consolidates with or merges into any other corporation.
18. Amendment or Termination.
(a) The Board may at any time terminate or amend in any manner this
Plan; except, however, that no amendment may be made without prior approval of
the stockholders of the Company (obtained in the manner described in paragraph
20) if it would:
(i) Increase the number of shares that may be issued under this
Plan;
<PAGE> 10
(ii) Change the designation of the employees (or class of
employees) eligible for participation in this Plan; or
(iii) 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 that may accrue to
Participants under this Plan.
If any amendment requiring stockholder approval under this paragraph 19 of this
Plan is made after 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 20 of this Plan.
(b) The Board may elect to terminate any or all outstanding Purchase
Rights at any time, except to the extent that exercisability of such Purchase
Rights has been accelerated pursuant to Section 17(b) hereof. If this Plan is
terminated, the Board may also elect to terminate Purchase Rights upon
completion of the next purchase of shares on the next Exercise Date or to permit
Purchase Rights to expire in accordance with their terms (with participation to
continue through such expiration dates). If Purchase Rights are terminated
before expiration, any funds contributed to this Plan that have not been used to
purchase shares shall be refunded to Participants as soon as administratively
feasible.
19. Notices.
All notices or other communications by a Participant to the Company or
the Administrator under or in connection with this Plan shall be deemed to have
been duly given when received in the form specified by the Administrator at the
location, or by the person, designated by the Administrator for the receipt
thereof.
20. Stockholder Approval.
(a) This Plan shall be submitted to the stockholders of the Company
for their approval within 12 months after the date this Plan is adopted by the
Board.
(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 this 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 before
the first annual meeting of stockholders held after the later of (i) the first
registration of any class of equity securities of the Company under
<PAGE> 11
Section 12 of the Exchange Act or (ii) the granting of a Purchase Right
hereunder to an Officer and Director after such registration, do the following:
(a) furnish in writing to the holders entitled to vote for this Plan
substantially the same information that would be required (if
proxies to be voted with respect to approval or disapproval of
this 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
(b) 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.
21. Conditions upon Issuance of Shares.
(a) Shares shall not be issued with respect to a Purchase Right
unless the exercise of such Purchase Right 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.
(b) As a condition to the exercise of a Purchase Right, the Company
may require the person exercising such Purchase Right 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.
22. Term of Plan.
This 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 Section 20 hereof. It shall continue in effect for a
term of 20 years unless sooner terminated under Section 19 hereof.
23. Additional Restrictions of Rule 16b-3.
The terms and conditions of Purchase Rights 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 Purchase Rights
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
<PAGE> 12
qualify for the maximum exemption from Section 16 of the Securities Exchange Act
of 1934 with respect to Plan transactions.
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF JACKSON TUFTS COLE & BLACK, LLP]
November 5, 1998
Lam Research Corporation
4650 Cushing Parkway
Fremont, California 94538
Re: Registration Statement on Form S-8 of Lam Research Corporation 1999
Employee Stock Purchase Plan ("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
the issuance of up to 3,000,000 shares of Common Stock, par value $0.001 per
share, of the Company (the "Common Stock") which are issuable pursuant to the
1999 Employee Stock Purchase Plan (the "Plan"), it is our opinion that the
3,000,000 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
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1999 Employee Stock Purchase Plan of Lam Research
Corporation of our report dated July 23, 1998, with respect to the consolidated
financial statements and schedule of Lam Research Corporation included in its
Annual Report (Form 10-K) for the year ended June 30, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
November 4, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Lam Research Corporation of our report dated July 24,
1997, except for Note 2, which is dated as of August 5, 1997 relating to the
consolidated financial statements of OnTrak Systems, Inc., appearing on page 52
of Lam Research Corporation's Annual Report on Form 10-K for the year ended June
30, 1998.
/s/ PricewaterhouseCoopers LLP
San Jose, California
November 4, 1998
