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 earliest event reported) January 23, 1997
LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-12701 94-2634797
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
4650 Cushing Parkway, Fremont, California 94538
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(Address of principal executive offices) (Zip Code)
(510) 659-0200
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On January 23, 1997, the Board of Directors of Lam
Research Corporation (the "Company") adopted a shareholder rights
plan, as set forth in the Rights Agreement (the "Rights Agreement")
entered into between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent. Pursuant to the Rights
Agreement, one right ("Right") will be issued for each share of
common stock, par value $0.001 per share, of the Company
outstanding as of the close of business on January 31, 1997. Each
of the Rights will entitle the registered holder to purchase from
the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, par value $0.001 per share, at a
price of $250. The Rights generally will not become exercisable
unless and until, among other things, any person acquires
beneficial ownership of 15% or more of the outstanding stock. The
Rights are generally redeemable at $0.001 per Right at any time
until 10 business days following a public announcement that a 15%
or greater position in the Company's common stock has been
acquired. The Rights will expire, unless earlier redeemed or
exchanged, on January 31, 2007. A description of the Rights is set
forth in Exhibit C to the Rights Agreement, a copy of which is
incorporated herein by reference as Exhibit 4.1.
On January 23, 1997, the Board of Directors of the
Company also adopted a number of amendments to the Company's
Bylaws (the "Bylaw Amendments"). The Bylaw Amendments provide,
among other things, that special meetings of stockholders may be
called only at the direction of the Board of Directors, the
chairman of the board or the president of the Company. The Bylaw
Amendments also establish an advance notice procedure for the
nomination, other than by or at the direction of the Board of
Directors, of candidates for election as directors as well as for
other stockholder proposals to be considered at annual meetings of
stockholders. The Bylaw Amendments further provide for the Board of
Directors to fix a record date for the Company to determine the
stockholders entitled to consent to corporate action in writing
without a meeting. The Bylaw Amendments make additional provisions
for cumulative voting at the election of the directors of the
Company and prompt special board meetings. Certain of the
provisions of the Bylaw Amendments may have the effect of delaying
or deferring a change in control of the Company. A copy of the
Restated and Amended Bylaws of the Company, incorporating all Bylaw
Amendments, is incorporated herein by reference as Exhibit 3.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
3.1 Amended and Restated Bylaws of the Company, dated
January 23, 1997.
4.1 Rights Agreement, dated as of January 23,
1997, between Lam Research Corporation and
ChaseMellon Shareholder Services, L.L.C.,
which includes as Exhibit B thereto the Form
of Rights Certificate.*
99.1 Press Release of the Company, dated January 24, 1997.
________________
* Incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement and Form 8-A/A, dated January 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned, there-
unto duly authorized.
LAM RESEARCH CORPORATION
BY: /s/ Richard H. Lovgren
__________________________
Richard H. Lovgren
Vice President, General Counsel
and Secretary
Dated: February 4, 1997
INDEX TO EXHIBITS
Exhibit No. Description
3.1 Amended and Restated Bylaws of the Company, dated
January 23, 1997.
Rights Agreement, dated as of January 23,
4.1 1997, between Lam Research Corporation and
ChaseMellon Shareholder Services, L.L.C.,
which includes as Exhibit B thereto the
Form of Rights Certificate.*
99.1 Press Release of the Company, dated January 24,1997.
________________________
* Incorporated herein by reference to Exhibit 1 to the Company's
Registration Statement and Form 8-A/A, dated January 30, 1997.