As filed with the Securities and Exchange Commission on June 4, 2012
Registration No. 033-62807
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOVELLUS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| California | 77-0024666 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 4000 North First Street San Jose, California |
95134 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Novellus Systems, Inc. Amended and Restated 1992 Stock Option Plan
Novellus Systems, Inc. Amended and Restated 1992 Employee Stock Purchase Plan
(Full titles of the plans)
George M. Schisler, Jr.
Vice President, General Counsel and Secretary
Lam Research Corporation
4650 Cushing Parkway
Fremont, California 94538
(Names and address of agent for service)
(510) 572-0200
(Telephone number, including area code, of agent for service)
Copy to:
Timothy G. Hoxie, Esq.
Jones Day
555 California Street, 26th Floor
San Francisco, CA 94104
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (File No. 033-62807) (the “Registration Statement”) registering 800,000 shares of common stock, no par value, of Novellus Systems, Inc. (the “Company”) for issuance under the Novellus Systems, Inc. Amended and Restated 1992 Stock Option Plan and the Novellus Systems, Inc. Amended and Restated 1992 Employee Stock Purchase Plan.
On June 4, 2012, pursuant to an Agreement and Plan of Merger, dated as of December 14, 2011, by and among Lam Research Corporation (“Lam Research”), BLMS Inc. (“Merger Sub”), a wholly-owned subsidiary of Lam Research, and the Company, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Lam Research (the “Merger”).
As a result of the merger, the Company has terminated all offerings of the Company’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. In accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all securities of the Company registered under the Registration Statement that remain unsold as of the effective time of the Merger, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California on this 4th day of June, 2012.
| NOVELLUS SYSTEMS, INC. | ||
| By: | /s/ Martin B. Anstice | |
| Martin B. Anstice, President and Chief Executive Officer | ||
| Signature |
Title |
Date | ||
| /s/ Martin B. Anstice Martin B. Anstice |
President and Chief Executive Officer (Principal Executive Officer) |
June 4, 2012 | ||
| /s/ Ernest E. Maddock Ernest E. Maddock |
Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer) | June 4, 2012 | ||
| /s/ George M. Schisler, Jr. George M. Schisler, Jr. |
Director | June 4, 2012 | ||
| /s/ John Theler John Theler |
Director | June 4, 2012 | ||
| /s/ Odette Go Odette Go |
Director | June 4, 2012 | ||