-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JyaFtOUs2ThofgpTf+BU9abUxJliAn2ROynXPPl/1tOKk9seHXfE2/yBMk4pth4M uXMFQq0OeNBDtlnhNZGLLw== 0000891618-01-500819.txt : 20010521 0000891618-01-500819.hdr.sgml : 20010521 ACCESSION NUMBER: 0000891618-01-500819 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010516 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAM RESEARCH CORP CENTRAL INDEX KEY: 0000707549 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 942634797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12933 FILM NUMBER: 1642935 BUSINESS ADDRESS: STREET 1: 4650 CUSHING PKWY CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5106590200 MAIL ADDRESS: STREET 1: 4650 CUSHING PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 8-K 1 f72868e8-k.txt FORM 8-K 1 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 MAY 16, 2001 Date of Report (Date of earliest event reported) LAM RESEARCH CORPORATION (Exact Name of Registrant, as Specified in its Charter) ----------------------------------------
DELAWARE 000-12933 94-2634797 (State or other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation)
---------------------------------------- 4650 CUSHING PARKWAY FREMONT, CA 94538 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (510) 659-0200 ----------------------------------------------------- 2 ITEM 5. OTHER EVENTS. Offering of Convertible Subordinated Notes On May 16, 2001, Lam Research Corporation (the "Company") issued a press release announcing its intention to offer convertible subordinated notes for sale in a Rule 144A private placement. Attached hereto as Exhibit 99.1 is the Company's press release dated May 16, 2001. On May 17, 2001, the Company announced pricing of $250 million of convertible subordinated notes due 2006 (plus an additional amount up to $50 million at the option of the purchasers). The Company announced that the notes are convertible into common stock of the company at a conversion price of $44.93 per share and will accrue interest at an annual rate of 4.0 percent. The Company stated that consummation of the sale of the notes is subject to customary closing conditions and is scheduled to occur in May 2001. Attached hereto as Exhibit 99.2 is the Company's press release dated May 17, 2001. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Lam Research Corporation Press Release, dated May 16, 2001. 99.2 Lam Research Corporation Press Release, dated May 17, 2001. 3 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. LAM RESEARCH CORPORATION /s/ Craig Garber ------------------------------------ By: Craig Garber Title: Vice President of Finance, Treasurer Date: May 17, 2001 4 EXHIBIT INDEX
Page No. in Sequentially Exhibit No. Description Numbered Current Report - ----------- ----------- -------------------- 99.1 Lam Research Corporation Press Release dated __ May 16, 2001. 99.2 Lam Research Corporation Press Release dated __ May 17, 2001.
EX-99.1 2 f72868ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 LAM RESEARCH CORPORATION ANNOUNCES INTENT TO OFFER CONVERTIBLE SUBORDINATED NOTES FREMONT, Calif.--May 16, 2001--Lam Research Corporation (Nasdaq:LRCX - news) today announced it intends to offer $200 million of convertible subordinated notes (plus an additional amount of up to $50 million at the option of the purchasers) for sale in a private placement, subject to market and other conditions. It is contemplated that the notes will have a term of five years and be convertible into Lam common stock at a price to be determined. The offering is expected to close during May 2001. The Company stated that it intends to use the net proceeds of the offering for general corporate purposes, including working capital. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. The securities to be offered will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and are only being offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Unless so registered, the notes and any common stock issued upon conversion of the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Lam Research Corporation is a leading supplier of wafer fabrication equipment and services to the world's semiconductor industry. The Company's common stock trades on the Nasdaq National Market under the symbol LRCX. Lam's World Wide Web address is http://www.lamrc.com. EX-99.2 3 f72868ex99-2.txt EXHIBIT 99.2 1 EXHIBIT 99.2 LAM RESEARCH CORPORATION PRICES CONVERTIBLE SUBORDINATED NOTES FREMONT, Calif.--May 17, 2001 -- Lam Research Corporation (Nasdaq: LRCX - - news) today announced it has priced its previously announced private placement of $250 million of convertible subordinated notes due 2006 (plus an additional amount up to $50 million at the option of the purchasers). The notes will be convertible into common stock of the company at a conversion price of $44.93 per share and will accrue interest at an annual rate of 4.0 percent. These notes will mature in five years and will not be callable for the first three years. The transaction is expected to close in May 2001. The closing is subject to customary closing conditions. The Company stated that it intends to use the net proceeds of the transaction for general corporate purposes, including working capital. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities. The securities to be offered will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws, and are only being offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Unless so registered, the notes and any common stock issued upon conversion of the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. -----END PRIVACY-ENHANCED MESSAGE-----