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): April 29, 2014
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 | |
| Item 9.01. | Financial Statements and Exhibits | |
| SIGNATURES | ||
| EXHIBIT INDEX | ||
| EX-99.1 | ||
Item 7.01. Regulation FD Disclosure.
On April 29, 2014, Lam Research Corporation (the “Company”) announced that its Board of Directors has declared a cash dividend of $0.18 per share of the Company’s common stock, payable July 2, 2014 to stockholders of record as of June 11, 2014. In addition, the Company also announced that its Board of Directors has authorized the Company to repurchase up to $850 million of common stock, which includes approximately $49 million available under the Company’s prior authorization in the amount of $250 million. A copy of the press release announcing the dividend and the share repurchase authorization is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Form 8-K, including Exhibit 99.1 attached hereto, is being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release dated April 29, 2014 | |
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: April 29, 2014
| LAM RESEARCH CORPORATION | ||
| By: |
/s/ Douglas R. Bettinger | |
| Douglas R. Bettinger | ||
| Executive Vice President, Chief Financial Officer | ||
| 99.1 | Press Release dated April 29, 2014 |
FOR IMMEDIATE RELEASE
Company Contacts:
Corporate Communications: Kyra Whitten, 510/572-5241, e-mail: kyra.whitten@lamresearch.com
Investor Relations: Shanye Hudson, 510/572-4589, e-mail: shanye.hudson@lamresearch.com
Lam Research Corporation Announces $1.0 Billion Capital Return Program
| • | Initiates quarterly dividend of $0.18 per share |
| • | Announces $850 million share repurchase authorization |
FREMONT, Calif., April 29, 2014 — Lam Research Corporation (NASDAQ: LRCX) today announced that its Board of Directors has approved a $1.0 billion capital return program with the initiation of the company’s first ever quarterly dividend and an $850 million share repurchase authorization with execution currently planned over the next two year timeframe.
The company plans to declare a quarterly dividend of $0.18 per share of common stock equivalent to an annual yield of approximately 1.27% based on the April 28, 2014 closing stock price of $56.52. On an annualized basis, this will return approximately $117 million to shareholders based on shares outstanding as of March 30, 2014. The first dividend payment has been declared and will be made on July 2, 2014 to holders of record on June 11, 2014. Future dividend payments are subject to review and approval by the Board.
Additionally, the company is authorized to repurchase up to $850 million of common stock, which includes approximately $49 million available under the company’s prior authorization in the amount of $250 million. Repurchases may be made through both public market and private transactions, and may include the use of derivative contracts and structured share repurchase agreements. The share repurchase program may be suspended or discontinued at any time and does not have a set expiration.
“Our Board’s decision to support the $1 billion capital return program demonstrates their confidence in our financial growth and strong cash generation,” stated Martin Anstice, president and chief executive officer of Lam Research. “The quarterly dividend augments our larger share repurchase program and demonstrates our ongoing commitment to return excess capital to our stockholders while enhancing value,” Anstice concluded.
Caution Regarding Forward-Looking Statements
Statements made in this press release that are not of historical fact are forward-looking statements and are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, but are not limited to, our plans to execute a share repurchase authorization, our plans to declare dividends, our financial growth and cash generation, and our commitment to return excess capital to our stockholders while enhancing value. These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect, our continued financial health and ability to pay dividends and make share repurchases, and other risks detailed in documents filed by us with the Securities and Exchange Commission, including specifically our report on Form 10-K for the year ended June 30, 2013 and Forms 10-Q for the three months ended September 29, 2013 and December 29, 2013. These uncertainties and changes could cause actual results to vary from expectations. The Company undertakes no obligation to update the information or statements made in this press release.
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, strip, and wafer cleaning 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, 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 an S&P 500® company whose common stock trades on the NASDAQ® Global Select Market™ under the symbol LRCX. For more information, please visit http://www.lamresearch.com.
###