SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
January 23, 1997
(Date of earliest event reported)
LAM RESEARCH CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-12701 94-2634797
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(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.
Pursuant to Rule 12b-15 of the Securities and
Exchange Act of 1934, as amended, this amendment to the
Current Report on Form 8-K amends the Current Report on Form
8-K filed on February 4, 1997.
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
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3.1 Amended and Restated Bylaws of the Company,
dated as of 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.
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* Incorporated herein by reference to Exhibit 1 to the
Company's Registration Statement on 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,
thereunto duly authorized.
LAM RESEARCH CORPORATION
BY:/s/ Richard H. Lovgren
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Richard H. Lovgren
Vice President, General Counsel
and Secretary
Dated: March 14, 1997
INDEX TO EXHIBITS
Exhibit No. Description
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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.
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* Incorporated herein by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A/A, dated
January 30, 1997.