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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of
Earliest Event Reported): March 24, 1997
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OnTrak Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-26222 77-0074302
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(State or other jurisdiction of (Commission (IRS Employer
Incorporation or organization) File Number) Identification
Number)
1010 Rincon Circle
San Jose, California 95131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including area code: (408) 577-1010
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Not Applicable
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(Zip Code)
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On March 24, 1997, the Registrant entered into an Agreement and Plan of
Merger (the "Agreement") with Lam Research Corporation ("Lam") and Omega
Acquisition Corporation, a wholly-owned subsidiary of Lam ("Sub"). Pursuant to
the terms of the Agreement, (a) Sub will be merged with and into the Registrant
and the Registrant will become a wholly-owned subsidiary of Lam, and (b) all
outstanding shares, and options to acquire shares, of the Registrant's Common
Stock will be exchanged for 0.83 shares (or, in the case of options to acquire
shares of the Registrant's Common Stock, for options to purchase 0.83 shares) of
Lam's Common Stock, subject to adjustment as set forth in the Agreement. A copy
of the Agreement is filed as Exhibit 2.1 and incorporated herein by reference.
The Agreement and related transactions are also described in the press release
filed as Exhibit 99.1 incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1* Agreement and Plan of Merger by and among the Registrant, Lam
Research Corporation and Omega Acquisition Corporation dated
March 24, 1997.
99.1* The Joint Press Release of Lam Research Corporation and the
Registrant dated March 24, 1997.
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* Previously filed as an exhibit, with corresponding exhibit number, to
Current Report on Form 8-K of Lam Research Corporation filed March 31,
1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ONTRAK SYSTEMS, INC.
Date: April 1, 1997 By: /s/ Patrick C. O'Connor
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Patrick C. O'Connor
Vice President &
Chief Financial Officer
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