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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM 10-K/A
Amendment No. 1 (MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 25, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO _____________
Commission file number 0-12933
LAM RESEARCH CORPORATION
(Exact name of Registrant as Specified in its Charter)
4650 Cushing Parkway
(510) 659-0200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based on the average of the closing price of the Common Stock on
September 5, 2000, as reported by the Nasdaq National Market, was approximately
$2,703,455,000. Common Stock held by each officer and director and by each
person who owns 5% or more of the outstanding Common Stock has been excluded
from this computation in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
of such status for other purposes.
As of September 5, 2000, the Registrant had outstanding 124,559,636 shares
of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Parts of Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on November 2, 2000 are incorporated by reference into
Part III of this Form 10-K Report. (The Report of the Compensation Committee and
the Comparative Stock Performance graph of the Registrant's Proxy Statement are
expressly not incorporated by reference herein.)
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS Board of Directors We have audited the accompanying consolidated balance sheets
of Lam Research Corporation as of June 25, 2000 and June 30, 1999, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended June 25, 2000. Our audits
also included the financial statement schedule listed in the index at Item
14(a). These financial statements and schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion. In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Lam Research Corporation at June 25, 2000 and June 30, 1999, and the
consolidated results of its operations and its cash flows for each of the three
years in the period ended June 25, 2000, in conformity with accounting
principles generally accepted in the United States. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein. /s/ ERNST & YOUNG LLP San Jose, California
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) 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, thereunto duly authorized.
Fremont, California 94538
(Address of Principal Executive Offices including Zip Code)
(Registrant's Telephone Number, Including Area Code)
(Title of Class)
Lam Research Corporation
Fremont, California
July 21, 2000
LAM RESEARCH CORPORATION
By:
James W. Bagley,
Chairman, Chief Executive Officer
Dated: November 14, 2000
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James W. Bagley and Mercedes Johnson, jointly and severally, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Report of Form 10-K, 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 attorney-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
SIGNATURES TITLE DATE - ------------------------------ ------------------------------ ------------------- * Chairman, Chief Executive November 14, 2000 - ------------------------------ Officer James W. Bagley /s/ MERCEDES JOHNSON Vice President, Finance and November 14, 2000 - ------------------------------ Chief Financial Officer Mercedes Johnson (Principal Financial Officer and Principal Accounting Officer) * Director November 14, 2000 - ------------------------------ David G. Arscott * Director November 14, 2000 - ------------------------------ Richard J. Elkus, Jr. * Director November 14, 2000 - ------------------------------ Roger D. Emerick * Director November 14, 2000 - ------------------------------ Jack R. Harris * Director November 14, 2000 - ------------------------------ Grant M. Inman * Director November 14, 2000 - ------------------------------ Kenneth M. Thompson