0000319201-16-000082.txt : 20160516 0000319201-16-000082.hdr.sgml : 20160516 20160513182528 ACCESSION NUMBER: 0000319201-16-000082 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160513 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160516 DATE AS OF CHANGE: 20160513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KLA TENCOR CORP CENTRAL INDEX KEY: 0000319201 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 042564110 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09992 FILM NUMBER: 161650013 BUSINESS ADDRESS: STREET 1: ONE TECHNOLOGY DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4088756000 MAIL ADDRESS: STREET 1: ONE TECHNOLOGY DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 FORMER COMPANY: FORMER CONFORMED NAME: KLA INSTRUMENTS CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8-kitems801and901051316.htm 8-K SEC Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2016

KLA-TENCOR CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
000-09992
04-2564110
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
One Technology Drive, Milpitas, California
95035
(Address of principal executive offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code: (408) 875-3000
 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 8.01
Other Events.
On May 13, 2016, KLA-Tencor Corporation and Lam Research Corporation issued a joint press release announcing that the two companies had each received a request for additional information and documentary material (commonly referred to as a "second request") from the Department of Justice in connection with the proposed merger involving the two companies. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The following exhibit is filed herewith:

 
 
 
Exhibit No.
 
Description
 
 
99.1
 
Text of joint press release by Lam Research Corporation and KLA-Tencor Corporation dated May 13, 2016





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
KLA-TENCOR CORPORATION
 
 
 
 
 
Date: May 13, 2016
 
 
 
By:
 
/s/ Teri A. Little
 
 
 
 
 
Name:
 
Teri A. Little
 
 
 
 
 
Title:
 
Senior Vice President and General Counsel




EXHIBIT INDEX

 
 
 
Exhibit No.
 
Description
 
 
99.1
 
Text of joint press release by Lam Research Corporation and KLA-Tencor Corporation dated May 13, 2016




EX-99.1 2 exhibit991jointpressreleas.htm EXHIBIT 99.1 SEC Exhibit


FOR IMMEDIATE RELEASE
Lam Research and KLA-Tencor Business Combination Update
FREMONT, CA -- (Marketwired) - 5/13/2016 -- On May 13, 2016, Lam Research and KLA-Tencor each received a request for additional information and documentary material (commonly referred to as a “Second Request”) from the United States Department of Justice (DOJ) in connection with the proposed transaction between the companies. The companies are working with the staff of the DOJ on the terms of a consent decree. Lam Research and KLA-Tencor remain confident of securing necessary regulatory approvals and expect the transaction to close in the third calendar quarter. The companies have received clearance from competition authorities in Germany, Ireland, Israel and Taiwan and are in discussions with competition regulators in other jurisdictions.



About Lam Research:
Lam Research Corp. (Nasdaq: LRCX) is a trusted global supplier of innovative wafer fabrication equipment and services to the semiconductor industry. Lam's broad portfolio of market-leading deposition, etch, and clean solutions helps customers achieve success on the wafer by enabling device features that are 1,000 times smaller than a grain of sand, resulting in smaller, faster, more powerful, and more power-efficient chips. Through collaboration, continuous innovation, and delivering on commitments, Lam is transforming atomic-scale engineering and enabling its customers to shape the future of technology. Based in Fremont, Calif., Lam Research is a Nasdaq-100 Index® and S&P 500® company whose common stock trades on the Nasdaq Global Select Market(SM) under the symbol LRCX. For more information, please visit http://www.lamresearch.com. (LRCX-F)

About KLA-Tencor:
KLA-Tencor Corporation, a leading provider of process control and yield management solutions, partners with customers around the world to develop state-of-the-art inspection and metrology technologies. These technologies serve the semiconductor, LED, and other related nanoelectronics industries. With a portfolio of industry standard products and a team of world-class engineers and scientists, the company has created superior solutions for its customers for nearly 40 years. Headquartered in Milpitas, Calif., KLA-Tencor has dedicated customer operations and service centers around the world. Additional information may be found at www.kla-tencor.com. (KLAC-F)

Caution Regarding Forward-Looking Statements:
Statements in this document regarding the proposed transaction between KLA-Tencor and Lam Research and the expected timetable for completing the transaction constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including:  the ability to consummate the transaction; the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; the risk that the financing required to fund the transaction is not obtained; the risk that the other conditions to the closing of the merger are not satisfied; and the other factors described in KLA-Tencor’s Quarterly





Report on Form 10-Q for the quarter ended March 31, 2016, Lam Research’s Quarterly Report on Form 10-Q for the quarter ended March 27, 2016, and the joint proxy statement/prospectus filed by Lam Research on January 13, 2016 with the Securities and Exchange Commission.  The parties disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document.
Company Contacts:

Lam Research Investor Relations
Satya Kumar
Phone: 510-572-1615
Email: investor.relations@lamresearch.com

KLA-Tencor Investor Relations
Ed Lockwood
Phone: 408-875-9529
Email: ed.lockwood@kla-tencor.com