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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 18, 1997
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LAM RESEARCH CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-12701 94-2634797
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION)
4650 Cushing Parkway, Fremont, California, 94538
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code. (510) 659-0200
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N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Exhibit Index at page: 5
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ITEM 5. OTHER EVENTS
(a) On August 18, 1997, Lam Research Corporation (the "Company")
announced that, subject to market and other conditions, it intended to raise
$300 million (excluding any proceeds of the over-allotment option) through a
private placement of convertible subordinated notes within the United States to
qualified institutional investors and outside the United States to non-U.S.
investors. The Company contemplated that the notes would have a term of five
years and be convertible into the common stock of the Company. The Company
stated that it intended to use the net proceeds of the offering for general
corporate purposes, including working capital.
(b) On August 19, 1997, the Company announced that it had sold $310
million of 5% convertible subordinated notes due 2002 in an offering within the
U.S. to qualified institutional buyers in accordance with Rule 144A and outside
the U.S. to non-U.S. persons. The notes are convertible into the common stock of
the Company. The offering closed on August 26, 1997. The Company has granted the
initial purchasers a 30-day option to purchase an additional $45 million of
notes to cover over-allotments, if any. No other terms were disclosed.
This announcement is neither an offer to sell nor a solicitation to buy
any of these securities.
The securities will not be registered under the Securities Act of 1933,
as amended (the "Securities Act"), or any state securities laws, and unless so
registered, may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.
Copies of the press releases with respect to the private placement of
the convertible subordinated notes are attached as exhibits to this report.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Press Release, dated August 18, 1997
99.2 Press Release, dated August 19, 1997
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SIGNATURES
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
(Registrant)
Dated: August 28, 1997 By: /s/ Richard H. Lovgren
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Name: Richard H. Lovgren
Title: Vice President, General Counsel
and Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release dated August 18, 1997.
99.2 Press Release dated August 19, 1997