<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 22, 1999
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)
DELAWARE 94-2634797
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
4650 CUSHING PARKWAY
FREMONT, CALIFORNIA 94108
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
-------------------------------
LAM RESEARCH CORPORATION
1999 STOCK OPTION 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED(1) REGISTERED PER SHARE PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 3,000,000 $34.97(2) $104,910,000 $29,164.98
value $0.001 per
share (upon the
exercise of options
under the 1999 Stock
Option Plan)
===================================================================================================
</TABLE>
(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 the fair market value of one share of Common Stock, as
reported on the Nasdaq National Market on February 19, 1999, because the
exercise price for options to be granted in the future may be exercised
is not currently determinable. The option price of a share of Common
Stock pursuant to the 1999 Stock Option Plan, which plan is incorporated
by reference herein and is attached as Exhibit 4.1, is equal to a price
not less than the fair market value of a share of Common Stock as of the
date of a particular grant and shall be determined in accordance with
the Plan. Fair market value may be established by using the closing sale
price of the Stock on such date as reported in the Wall Street Journal.
-----------------------------------------
<PAGE> 2
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 Current Report on Form 8-K reporting events on June
24, 1998, as filed on July 10, 1998.
3. The Company's Current 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 Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, as filed on November 12, 1998.
6. The Company's Current Report on Form 8-K reporting events on
November 12, 1998, as filed on November 16, 1998.
7. The Company's Current Report on Form 8-K reporting events on
January 18, 1999, as filed on January 20, 1999.
8. The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1998, as filed on February 11, 1999.
9. 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");
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.
2
<PAGE> 3
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 500 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 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 indemnity 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's 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
3
<PAGE> 4
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 Lam Research Corporation 1999 Stock Option Plan.
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 Accountants.
Exhibit No. 23.3 Consent of Counsel (contained in Exhibit 5.1 above).
Exhibit No. 24.1 Power of Attorney (see page 7).
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.
4
<PAGE> 5
(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 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 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> 6
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 February 22,
1999.
LAM RESEARCH CORPORATION
By: /s/ Richard H. Lovgren
------------------------------------
Richard H. Lovgren
Vice President, General Counsel
and Secretary
6
<PAGE> 7
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>
Chief Executive Officer and
/s/ James W. Bagley Chairman of the Board February 19, 1999
- -------------------------------------- (Principal Executive Officer)
James W. Bagley
Vice President, Finance and
/s/ Mercedes Johnson Chief Financial Officer February 19, 1999
- -------------------------------- (Principal Financial and
Mercedes Johnson Accounting Officer)
/s/ Roger D. Emerick Director February 19, 1999
- --------------------------------
Roger D. Emerick
/s/ David G. Arscott Director February 19, 1999
- --------------------------------
David G. Arscott
/s/ Richard J. Elkus, Jr. Director February 19, 1999
- --------------------------------
Richard J. Elkus, Jr.
/s/ Jack R. Harris Director February 19, 1999
- --------------------------------
Jack R. Harris
/s/ Grant M. Inman Director February 19, 1999
- --------------------------------
Grant M. Inman
/s/ Kenneth M. Thompson Director February 19, 1999
- --------------------------------
Kenneth M. Thompson
</TABLE>
7
<PAGE> 8
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Numbered Page
---------- -------------
<S> <C> <C>
4.1 1999 Employee Stock Option 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 7)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
LAM RESEARCH CORPORATION
1999 STOCK OPTION PLAN
SECTION 1 PURPOSE OF PLAN
This 1999 Stock Option Plan (the "Plan") is adopted as of November 5,
1998 (the "Effective Date"). The purpose of the Plan is to enable Lam Research
Corporation, a Delaware corporation (the "Company"), to attract and retain
highly qualified personnel who will contribute to the Company's success by their
ability, ingenuity and industry by allowing eligible individuals to acquire or
increase proprietary interests in the Company as an incentive to remain in the
service of the Company.
SECTION 2 DEFINITIONS
For purposes of the Plan, the following terms shall be defined as set
forth below:
(a) "Administrator" means the Board, or if and to the extent the
Board does not administer the Plan, the Committee appointed by the Board
to administer the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor thereto.
(d) "Committee" means the Stock Committee of the Board or any
Committee the Board may subsequently appoint to administer the Plan. If
at any time or to any extent the Board shall not administer the Plan,
then the functions of the Board or Administrator specified in the Plan
shall be exercised by the Committee.
(e) "Designated Subsidiaries" means the Subsidiaries that have
been designated by the Board or Administrator from time to time in its
sole discretion, whose Employees are thereon eligible to participate in
this Plan.
(f) "Date of Grant" means the date on which the award of a Stock
Option is effective.
(g) "Disability" means the inability of a Participant to perform
substantially his or her duties and responsibilities to the Company by
reason of a physical or mental disability or infirmity (i) for a
continuous period of six months, or (ii) at such earlier time as the
Participant submits medical evidence satisfactory to the Administrator
that he or she has a physical or mental disability or infirmity which
will likely prevent him or her from returning to the performance of his
or her work duties for six months or longer. The date of such Disability
shall be the date of interruption of or separation from employment with
the Company due to such Disability or the
<PAGE> 2
day on which the Participant submits such satisfactory medical evidence
establishing such Disability, as the case may be.
(h) "Employee" means any person who is customarily and
continuously employed for at least 20 hours per week by the Company or
one of its Designated Subsidiaries. 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;
provided however, that an Employee's continuous employment shall not be
considered interrupted in the case of a leave of absence agreed to in
writing by the Company, where such leave is for a period of not more
than 90 days or where re-employment upon the expiration of any such
leave is guaranteed by contract or statute.
(i) "Fair Market Value" means, as of any given date, with respect
to any Stock Option award granted hereunder, and at the discretion of
the Administrator, any of the following: (i) if the Stock is publicly
traded, the closing sale price of the Stock on such date as reported in
the Wall Street Journal, or the average of the closing price of the
Stock on each day on which the Stock was traded over a period of up to
twenty trading days immediately prior to such date, (ii) the fair market
value of the Stock as determined in accordance with a method prescribed
in the agreement evidencing any award hereunder, or (iii) the fair
market value of the Stock as otherwise determined by the Administrator
in the good faith exercise of its discretion.
(j) "Parent Corporation" means any corporation (other the
Company) in an unbroken chain of corporations ending with the Company,
if each of the corporations in the chain (other than the Company) owns
stock possessing 50% or more of the combined voting power of all classes
of stock in one of the other corporations in the chain.
(k) "Participant" means any Employee determined to be eligible to
be awarded Stock Options under this Plan.
(l) "Stock" means the common stock, par value $0.001 per share
(the "Common Stock"), of the Company.
(m) "Stock Option" means any option to purchase shares of Stock
granted pursuant to this Plan. Each Stock Option shall be a
non-qualified stock option which, as of the time such Stock Option is
granted, shall not be treated as an Incentive Stock Option within the
meaning of Section 422 of the Code.
(n) "Subsidiary" means any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company, if each
of the corporations (other than the last corporation) in the unbroken
chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the
chain.
SECTION 3 ADMINISTRATION OF PLAN
The Administrator shall have full authority (subject to the provisions
of this Plan) to establish such rules and regulations as it deems appropriate
for the proper administration of this Plan, and to make such determinations and
interpretations concerning this Plan and Stock Options awarded under this Plan
as it deems necessary or advisable.
<PAGE> 3
In particular, the Administrator shall have the authority, consistent
with the terms of the Plan:
(a) to select those Employees who shall be Participants;
(b) to determine whether and to what extent Stock Options are to
be awarded hereunder to Participants;
(c) to determine the number of shares of Stock to be covered by
each such Stock Option awarded hereunder, including the maximum term for
which a Stock Option is to be outstanding;
(d) to determine the terms and conditions of any Stock Option
awarded hereunder; and
(e) to determine the terms and conditions which shall govern all
written instruments evidencing the Stock Options awarded to
Participants.
The Administrator shall have the authority, in its discretion, to adopt, alter
and repeal such administrative rules, guidelines and practices governing the
Plan as it shall from time to time deem advisable; to interpret the terms and
provisions of the Plan and any Stock Option awarded under the Plan (and any
agreements relating thereto); and otherwise to supervise the administration of
the Plan. All decisions made by the Administrator pursuant to the
administration, interpretation and execution of the Plan shall be final and
binding on all persons, including the Company and the Participants.
SECTION 4 STOCK SUBJECT TO PLAN
The total number of shares of Stock reserved and available for issuance
under the Plan shall initially be three million (3,000,000), subject to
adjustment from time to time in accordance with this Section, or as provided by
amendment of the Board. The shares may be authorized but unissued shares of
Common Stock or reacquired shares of Common Stock, including shares repurchased
by the Company on the open market or in private purchases.
To the extent that (i) a Stock Option expires or is otherwise terminated
without being exercised, or (ii) any shares of Stock awarded hereunder are
forfeited, such shares shall again be available for issuance in connection with
future awards under the Plan. If any shares of Stock have been pledged as
collateral for indebtedness incurred by a Participant in connection with the
exercise of a Stock Option, and such shares are returned to the Company in
satisfaction of such indebtedness, such shares shall again be available for
issuance in connection with future awards under the Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend or other change in corporate structure of the
Company affecting the Stock, a substitution or adjustment shall be made in (i)
the aggregate number of shares reserved for issuance under the Plan, and/or (ii)
the kind, number and class of shares and option price of shares subject to
outstanding Stock Options granted under the Plan, as may be determined by the
Administrator, in its sole discretion. Such other substitutions or adjustments
shall be made as may be determined by the Administrator, in its sole discretion.
In connection with any event described in this paragraph, the Administrator may
provide, in its discretion, for the cancellation of any outstanding grants and
payment in cash or other property therefor. The adjustments determined by the
Administrator shall be final, binding, and conclusive.
<PAGE> 4
SECTION 5 ELIGIBILITY
Unless otherwise designated by the Administrator, Participants eligible
to be awarded Stock Options under the Plan include Employees whose services
contribute to the management, growth or financial success of the Company (or a
Parent Corporation or a Subsidiary), or consultants, advisors or independent
contractors who provide valuable services to the Company (or a Parent
Corporation or a Subsidiary). Any Member of the Board or member of the Company's
senior management (which specifically includes, but is not limited to, all
"officers" of the Company, as that term is intended under Rule 16(b) of the
Securities Exchange Act of 1934, as amended ("Rule 16(b)")), and any principal
stockholder otherwise an eligible Employee, consultant, advisor or independent
contractor of the Company, is not eligible to be awarded Stock Options under
this Plan.
SECTION 6 DISCRETIONARY GRANTS OF STOCK OPTIONS
Any Stock Option granted under the Plan shall be in such form as the
Administrator may from time to time approve, and the provisions of Stock Option
awards need not be the same with respect to each optionee. Recipients of Stock
Options shall enter into an option agreement with the Company, in such form as
the Administrator shall determine, which agreement shall set forth, among other
things, the exercise price of the option, the term of the option and provisions
regarding exercisability of the option awarded thereunder. More than one option
may be awarded to the same optionee and be outstanding concurrently hereunder.
Stock Options awarded under the Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Administrator shall deem
desirable:
(a) Option Price. The option price per share of Stock purchasable
under a Stock Option shall be determined by the Administrator in its
sole discretion as of the Date of Grant but shall not be less than 100%
of the Fair Market Value of the Stock on such date.
(b) Option Term. The term of each Stock Option shall be fixed by
the Administrator, but no Stock Option shall be exercisable more than
ten years after the date such Stock Option is granted.
(c) Exercisability. Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be
determined by the Administrator at or after grant. The Administrator may
provide, in its discretion, that any Stock Option shall be exercisable
only in installments, and the Administrator may waive such installment
exercise provisions at any time in whole or in part based on such
factors as the Administrator may determine, in its sole discretion,
including, but not limited to, in connection with any "change in
control" of the Company, as defined in any stock option agreement or
otherwise.
(d) Method of Exercise. Subject to Section 6(c), above, Stock
Options may be exercised in whole or in part at any time during the
option period, by giving written notice of exercise to the Company
specifying the number of shares to be purchased, accompanied by payment
in full of the option exercise price, as provided below or as otherwise
determined by the Administrator. As determined by the Administrator, in
its sole discretion, payment in whole or in
<PAGE> 5
part may also be made by means of any cashless exercise procedure
approved by the Administrator. An optionee shall generally have the
rights to dividends and any other rights of a stockholder with respect
to the Stock subject to the Stock Option, including the right to vote
any such Stock, only after the optionee has given written notice of
exercise, has paid in full for such shares, and, if requested, has given
the representation described in paragraph (a) of Section 9, below. The
option exercise price shall be immediately due upon exercise of the
Stock Option and shall be payable in one or a combination of the
following forms:
(i) cash or check payable to the Company drawn on
good and sufficient funds;
(ii) shares of Common Stock held by the optionee for
the period necessary to avoid a charge to the
Company's earnings for financial reporting
purposes and valued at Fair Market Value on the
exercise date; or
(iii) a broker-dealer sale-and-remittance procedure
pursuant to which the optionee shall provide
irrevocable written instructions (x) to a
designated brokerage firm to effect the
immediate sale of the option shares and remit to
the Company, from the sale proceeds available on
the settlement date, sufficient funds to cover
the aggregate option exercise price, plus all
income and employment taxes required to be
withheld by the Company in connection with the
exercise and (y) to the Company to deliver the
certificates for the purchased shares directly
to the brokerage firm to complete the
transaction.
(e) Re-Pricing of Options. The Administrator may require the
voluntary surrender of all or a portion of any Stock Option granted
under the Plan as a condition precedent to the award of a new Stock
Option. Subject to the provisions of the Plan, such new Stock Option
shall be exercisable at the price, during such period and on such other
terms and conditions as are specified by the Administrator at the time
the new Stock Option is granted. Upon their surrender, Stock Options
shall be canceled and the shares previously subject to such canceled
Stock Options shall again be available for awards of Stock Options and
other awards hereunder.
(f) Loans. The Company may make loans available to Stock Option
holders in connection with the exercise of outstanding options granted
under the Plan, as the Administrator, in its discretion, may determine.
Such loans shall (i) be evidenced by promissory notes entered into by
the Stock Option holders in favor of the Company, (ii) be subject to the
terms and conditions set forth in this Section and such other terms and
conditions, not inconsistent with the Plan, as the Administrator shall
determine, (iii) bear interest, if any, at such rate as the
Administrator shall determine, and (iv) be subject to Board approval (or
to approval by the Administrator to the extent the Board may delegate
such authority). In no event may the principal amount of any such loan
exceed the sum of (x) the exercise price less the par value (if any) of
the shares of Stock covered by the Stock Option, or portion thereof,
exercised by the holder, and (y) any Federal, state, and local income
tax attributable to such exercise. The initial term of the loan, the
schedule of payments of principal and interest under the loan, the
extent to which the loan is to be with or without recourse against the
holder with respect to principal or interest and the conditions upon
which the loan will become payable in the event of the holder's
termination of employment shall be determined by the Administrator.
Unless the Administrator
<PAGE> 6
determines otherwise, when a loan is made, shares of Stock having a Fair
Market Value at least equal to the principal amount of the loan shall be
pledged by the holder to the Company as security for payment of the
unpaid balance of the loan, and such pledge shall be evidenced by a
pledge agreement, the terms of which shall be determined by the
Administrator, in its discretion; provided, however, that each loan
shall comply with all applicable laws, regulations and rules of the
Board of Governors of the Federal Reserve System and any other
governmental agency having jurisdiction.
(g) Non-Transferability of Options. Unless otherwise provided
herein or as otherwise determined by the Administrator, no Stock Option
shall be transferable by the optionee, and all Stock Options shall be
exercisable, during the optionee's lifetime, only by the optionee.
(h) Termination of Employment or Service. If an optionee's
employment with or service as an Employee, consultant, advisor or
independent contractor to the Company terminates by reason of death,
Disability or for any other reason, the Stock Option may thereafter be
exercised as provided below, or as otherwise provided in the applicable
award agreement or determined by the Administrator.
If an optionee's employment with or service to the Company is
terminated:
(i) for or without cause (and whether termination is
voluntary or involuntary), each then-outstanding
unexercised Stock Option vested and held by the optionee
as of the termination date shall expire within thirty
(30) days of such termination;
(ii) by reason of Disability, each then-outstanding
unexercised Stock Option vested and held by the optionee
as of the termination date shall expire within six (6)
months of such termination date; and
(iii) by reason of the optionee's death during employment, or
if the optionee dies during the three (3) month period
after termination of his or her employment (or such
other shorter period of time as may be determined by the
Administrator), where such termination is other than for
cause or by reason of Disability, each then-outstanding
unexercised Stock Option vested and held by the optionee
as of the termination date shall expire within six (6)
months of such termination date. After the optionee's
death, the Stock Option may be exercised by the personal
representative of the optionee's estate or by the
person(s) to whom the option is transferred pursuant to
the optionee's will or in accordance with the laws of
descent and distribution.
Following termination of the optionee's employment or service, a Stock
Option shall not be exercisable to any greater extent than on the
termination date; provided, however, that the Administrator shall have
complete discretion, at any time while the Stock Option remains
outstanding, to permit the Stock Option to be exercised, not only with
respect to the number of shares for which the Stock Option is
exercisable at the time of the termination, but also with
<PAGE> 7
respect to one or more subsequent installments of purchasable shares for
which the Stock Option would otherwise have become exercisable had
termination not occurred.
SECTION 7 AMENDMENT AND TERMINATION OF PLAN
The Board may amend, alter or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made that would impair the rights of a
Participant under any Stock Option theretofore awarded without such
Participant's consent. The Administrator may amend the terms of any Stock Option
theretofore awarded, prospectively or retroactively, but, as herein provided, no
such amendment shall impair the rights of any Participant without his or her
consent.
SECTION 8 GENERAL PROVISIONS
(a) The Administrator may require each person purchasing shares
pursuant to the exercise of a Stock Option to represent to and agree
with the Company in writing that such person is acquiring the shares
without a view to distribution thereof. The certificates for such shares
may include any legend which the Administrator deems appropriate to
reflect any restrictions on transfer.
(b) All certificates for shares of Stock delivered under the Plan
shall be subject to such stock-transfer orders and other restrictions as
the Administrator may deem advisable under the rules, regulations, and
other requirements of the Securities and Exchange Commission ("SEC"),
any stock exchange upon which the Stock is then listed, and any
applicable Federal or state securities law, and the Administrator may
cause a legend or legends to be placed on any such certificates to make
appropriate reference to such restrictions.
(c) Nothing contained in the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements
may be either generally applicable or applicable only in specific cases.
(d) Each Participant shall, no later than the date as of which
the value of a stock option exercise first becomes includable in the
gross income of the Participant for Federal income tax purposes, pay to
the Company, or make arrangements satisfactory to the Administrator
regarding payment of, any Federal, state, or local taxes of any kind
required by law (as determined by the Administrator, in its sole
discretion) to be withheld with respect to the award. The obligations of
the Company under the Plan shall be conditional on the making of such
payments or arrangements, and the Company shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any
kind otherwise due to the Participant.
SECTION 9 NON-LIABILITY
No member of the Board or the Administrator, nor any officer or employee
of the Company acting on behalf of the Board or the Administrator, shall be
personally liable for any action, determination, or interpretation taken or made
in good faith with respect to the Plan, and all members of the Board or the
Administrator and each and any officer or employee of the Company acting on
their behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company in respect of any such action, determination or
interpretation.
<PAGE> 8
SECTION 10 TERM OF PLAN
No Stock Option award shall be awarded pursuant to the Plan on or after
the tenth anniversary of the Effective Date, but awards theretofore awarded may
extend and be exercisable beyond that date.
SECTION 11 CORPORATE TRANSACTIONS/CHANGES OF CONTROL
(a) In the event of any of the following stockholder-approved
transactions (a "Corporate Transaction"):
(i) a merger or consolidation in which the Company is
not the surviving entity, except for a transaction
whose principal purpose is to change the State of
the Company's incorporation,
(ii) the sale, transfer, or other disposition of all or
substantially all of the assets of the Company in
liquidation or dissolution, or
(iii) any "reverse" merger in which the Company is the
surviving entity but in which securities possessing
more than 50% of the total combined voting power of
the Company's outstanding securities are
transferred to holders other than those who owned
such voting power immediately before the merger,
then immediately before the effective date of the Corporate Transaction,
each Stock Option granted under this Plan shall become fully exercisable
("accelerate") with respect to the total number of shares of Common
Stock then subject to the Stock Option. However, a Stock Option shall
not accelerate if and to the extent: (i) the Stock Option is, in
connection with the Corporate Transaction, either to be assumed by the
successor corporation or parent thereof or to be replaced by an option
on equivalent terms to purchase shares of the capital stock of the
successor corporation or parent thereof, or (ii) acceleration of the
Stock Option is subject to other limitations imposed by the
Administrator at the Date of Grant. The determination of equivalence
under clause (i) above shall be made by the Administrator and shall be
final, binding, and conclusive as to all parties.
(b) Upon consummation of the Corporate Transaction, all Stock
Options granted under this Plan shall terminate and cease to be
outstanding, except to the extent assumed by the successor (or
surviving) corporation or its parent company.
(c) Each Stock Option granted under this Plan that is replaced by
an equivalent option in a Corporate Transaction or that otherwise
continues in effect shall be appropriately adjusted, immediately after
the Corporate Transaction, to apply to the number and class of
securities that would have been issued in the Corporate Transaction to
an actual holder of the number of shares of Common Stock that were
subject to the Stock Option immediately before the Corporate
Transaction. Appropriate adjustment shall also be made to the Option
Price payable per share; provided that the aggregate Option Price
payable for such securities shall remain the same. In addition, the
class and number of securities available for issuance under this Plan
following the consummation of the Corporate Transaction shall be
appropriately adjusted.
<PAGE> 9
(d) The Administrator shall have full discretionary authority,
exercisable either in advance of, or at the time of, a Change in
Control, to provide for the automatic acceleration of Stock Options
granted under this Plan upon the occurrence of the Change in Control.
The Administrator shall also have full discretionary authority to
condition any such acceleration upon the subsequent termination of the
optionee's service to the Company (or a parent or subsidiary) within a
specified period after the Change in Control. Any Stock Option
accelerated in connection with the Change in Control shall remain fully
exercisable until the expiration of the option term. For all purposes of
this Plan, a Change in Control shall mean a change in control of the
Company of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
whether or not the Company is then subject to such reporting
requirement, other than a Corporate Transaction; provided that, without
limitation, a Change in Control shall be deemed to have occurred if:
(i) any individual, partnership, firm, corporation,
association, trust, unincorporated organization or other
entity, or any syndicate or group deemed to be a
"person" under Section 14(d) (2) of the Exchange Act, is
or becomes the "beneficial owner" (as defined in Rule
13d-3 of the General Rules and Regulations under the
Exchange Act), directly or indirectly, of securities of
the Company representing 40% or more of the combined
voting power of the Company's then-outstanding
securities entitled to vote in the election of directors
of the Company, pursuant to a tender or exchange offer
that the Board does not recommend that the Company's
stockholders accept; or
(ii) during any period of two consecutive years, individuals
who at the beginning of such period constituted the
Board and any new members of the Board, whose election
by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least
three-quarters of the directors then in office who
either were directors at the beginning of the period or
whose election or nomination for election was previously
so approved, cease for any reason to constitute a
majority thereof.
(e) The grant of Stock Options under this Plan shall not affect
the right of the Company to adjust, reclassify, reorganize, or otherwise
change its capital or business structure or to merge, consolidate,
dissolve, liquidate, or sell or transfer all or any part of its business
or assets.
SECTION 12 MISCELLANEOUS
(a) Use of Proceeds. Any cash proceeds received by the Company
from the sale of shares pursuant to Stock Options granted under this
Plan may be used for general corporate purposes.
(b) Regulatory Approvals. The implementation of this Plan, the
awarding of any Stock Option hereunder, and the issuance of Stock upon
the exercise or surrender of any such
16
<PAGE> 10
Stock Option shall be subject to and conditional upon the procurement by
the Company of all approvals and permits required by regulatory
authorities having jurisdiction over this Plan, Stock Options granted
under it, and Stock issued pursuant to it.
(c) Securities Laws. No shares of Common Stock or other assets
shall be issued or delivered under this Plan unless and until there
shall have been compliance with all applicable requirements of federal
and state securities laws, including the filing and effectiveness of a
Form S-8 registration statement for the shares of Common Stock issuable
under this Plan, and all applicable listing requirements of any
securities exchange on which stock of the same class is then listed.
(d) No Employment Rights. Neither the action of the Company in
establishing this Plan, nor any action taken by the Administrator
hereunder, nor any provision of this Plan, shall be construed so as to
grant or offer any individual the right to remain in the employ or
service of the Company (or any parent or subsidiary corporation) for any
period, and the Company (or any parent or subsidiary corporation
retaining the services of such individual) may terminate such
individual's employment or service at any time and for any reason, with
or without cause.
(e) Assignment. Except as otherwise provided in this Plan, the
right to acquire Common Stock or other assets under this Plan may not be
assigned, encumbered, or otherwise transferred by any optionee.
(f) Governing Law. The provisions of this Plan shall be governed
by the laws of the State of California, as such laws are applied to
contracts entered into and performed in that State. The provisions of
this Plan shall inure to the benefit of, and be binding upon, the
Company and its successors or assigns, and the optionees, the legal
representatives of their respective estates, their respective heirs or
legatees, and their permitted assignees.
<PAGE> 1
EXHIBIT 5.1
LETTERHEAD OF JACKSON TUFTS COLE & BLACK, LLP
February 19, 1999
Lam Research Corporation
4650 Cushing Parkway
Fremont, California 94538
Re: Registration Statement on Form S-8 of Lam Research
Corporation 1999 Stock Option 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 Stock Option 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 Stock Option Plan of Lam Research Corporation of our
report dated July 23, 1998, except for the note "Subsequent Event" as to which
the date is September 14, 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
February 19, 1999
<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
February 19, 1999
