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): August 30, 2011
LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
| 0-12933 | 94-2634797 | |
| (Commission File Number) |
(IRS Employer Identification Number) |
4650 Cushing Parkway
Fremont, California 94538
(Address of principal executive offices including zip code)
(510) 572-0200
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | 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 7.01. | Regulation FD Disclosure |
On September 1, 2011, Lam Research Corporation (the Company) issued a press release announcing that its Board of Directors has authorized an increase of $500 million in the Company’s previously announced program to repurchase its common stock, to an aggregate authorization of $750 million. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K is furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99.1 | Press release dated September 1, 2011 announcing a $500 million increase in the Company’s share repurchase program. | |
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.
Date: September 1, 2011
| LAM RESEARCH CORPORATION | ||
| By: | /s/ George M. Schisler, Jr. | |
| George M. Schisler, Jr. | ||
| Vice President, General Counsel and Secretary | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Lam Research Corporation Contact:
Shanye Hudson, Director, Investor Relations, phone: 510/572-4589,
e-mail: shanye.hudson@lamresearch.com
Lam Research Corporation Announces an Increase to Share Repurchase Program
FREMONT, Calif., September 1, 2011— Lam Research Corporation (NASDAQ: LRCX) today announced that its Board of Directors has approved an increase of $500 million in the Company’s authorization for share repurchases, raising the total authorization under the program to $750 million. Repurchases of the Company’s common stock may be made in both public market and private transactions, and may include the use of derivative contracts and structured share repurchase agreements. The increased authorization limit is effective immediately.
The repurchase program may be suspended or discontinued at any time, and will be funded using the Company’s available cash. As of June 26, 2011, Lam Research had approximately $2.3 billion in total gross cash and cash equivalents, short-term investments and restricted cash and investments, and as of August 12, 2011 had approximately 124 million shares outstanding.
“We believe that this increase to our share repurchase program enhances our flexibility with respect to providing value to our shareholder base,” stated Steve Newberry, Lam’s chief executive officer and vice chairman. “Our strong balance sheet and cash generation capabilities provide us with the ongoing opportunity to leverage this flexibility.”
Statements made in this press release which are not statements of historical fact are forward-looking statements and are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate, but are not limited, to management’s plans for repurchasing Company stock under the approvals granted by the Board, management’s and the Board’s confidence in the Company’s continued growth and cash generation prospects, and the Company’s view that share repurchases will be an effective way to return value to its shareholders. These plans are dependent on the Company’s future financial condition, its determinations of the continued value of a repurchase program, changing business conditions in the semiconductor industry and the overall economy, and its plans for reacting to those changes, changing customer demands, the success of the Company’s competitors’ strategies including their development of new technologies, and the technical challenges presented by the Company’s current product offerings and new products.
Such statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including specifically the Company’s report on Form 10-K for its fiscal year ended June 26, 2011, which could cause actual results to vary from expectations. The Company undertakes no obligation to update the information or statements made in this press release.
Lam Research Corporation is a major provider of wafer fabrication equipment and services to the world’s semiconductor industry. Lam’s common stock trades on The NASDAQ Global Select MarketSM under the symbol LRCX. Lam Research is a NASDAQ-100® company. For more information, visit http://www.lamresearch.com/.
###