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): September 15, 2015
LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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0-12933 |
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94-2634797 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification Number) |
4650 Cushing Parkway
Fremont, California 94538
(Address of principal executive offices including zip code)
(510) 572-0200
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Table of Contents
Item 7.01. |
Regulation FD Disclosure. |
On September 15, 2015, Lam Research Corporation (the
Company) distributed (i) a Notice of Adjustment of Conversion Rate pursuant to the Indenture, dated as of May 11, 2011, by and between the Company, and The Bank of New York Mellon Trust Company, N.A, as Trustee, with respect to
the 0.50% Convertible Senior Notes due 2016 (the 2016 Notes) to holders of the 2016 Notes, a copy of which is attached as Exhibit 99.1 to this report, (ii) a Notice of Adjustment of Conversion Rate pursuant to the Indenture, dated
as of May 11, 2011, by and between the Company, and The Bank of New York Mellon Trust Company, N.A, as Trustee, with respect to the 1.25% Convertible Senior Notes due 2018 (the 2018 Notes) to holders of the 2018 Notes, a copy of
which is attached as Exhibit 99.2 to this report and (iii) a Notice of Adjustment of Conversion Rate pursuant to the Indenture, dated as of May 10, 2011, by and between Novellus Systems, Inc., as Issuer, and The Bank of New York Mellon
Trust Company, N.A, as Trustee, with respect to the 2.625% Senior Convertible Notes due 2041 (the 2041 Notes) to holders of the 2041 Notes, a copy of which is attached as Exhibit 99.3 to this report.
The information in this Form 8-K, including Exhibits 99.1, 99.2 and 99.3 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
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99.1 |
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Notice of Adjustment of Conversion Rate of the Convertible Senior Notes Due 2016 |
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99.2 |
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Notice of Adjustment of Conversion Rate of the Convertible Senior Notes Due 2018 |
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99.3 |
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Notice of Adjustment of Conversion Rate of the Senior Convertible Notes Due 2041 |
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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.
Date: September 15, 2015
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LAM RESEARCH CORPORATION |
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By: |
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/s/ Douglas R. Bettinger |
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Douglas R. Bettinger |
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Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
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99.1 |
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Notice of Adjustment of Conversion Rate of the Convertible Senior Notes Due 2016 |
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99.2 |
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Notice of Adjustment of Conversion Rate of the Convertible Senior Notes Due 2018 |
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99.3 |
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Notice of Adjustment of Conversion Rate of the Senior Convertible Notes Due 2041 |
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Exhibit 99.1
NOTICE TO HOLDERS OF
ANY AND ALL OUTSTANDING
0.50% CONVERTIBLE SENIOR NOTES DUE 2016
OF
LAM RESEARCH
CORPORATION
WITH CUSIP NUMBER 512807 AJ7
Pursuant to Section 14.04(l) of the Indenture, dated as of May 11, 2011 (the Indenture), between Lam Research
Corporation, as Issuer (the Company), and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing the issuance of the 0.50% Convertible Senior Notes due 2016 of the Company with CUSIP number 512807 AJ7 (the
Notes), the Company is hereby delivering this notice to all holders of the Notes. This notice is being given to inform you of an adjustment to the Conversion Rate (as defined in the Indenture).
As previously announced, the Companys board of directors has declared a quarterly cash dividend payment of $0.30 per share on the
Companys common stock. Section 14.04(d) of the Indenture provides for an increase in the Conversion Rate (as defined in the Indenture) in connection with this dividend. The Conversion Rate relating to the Notes, previously equal to
16.0806 shares of Common Stock per $1,000 principal amount of Notes, was increased to 16.1481 shares of Common Stock per $1,000 principal amount of Notes in accordance with Section 14.04(d) of the Indenture as a result of the upcoming payment
by the Company of the cash dividend scheduled for September 30, 2015. The adjustment to the Conversion Rate was effective immediately after 9:00 a.m., New York City time, on September 4, 2015, the ex-dividend date for the dividend. The
adjustment to the Conversion Rate was calculated in accordance with Section 14.04(d), as set forth on Schedule 1.
If the
dividend is not paid, the Conversion Rate shall be decreased, effective as of the date the Companys board of directors determines not to pay such dividend, to the Conversion Rate that would then be in effect if such dividend had not been
declared.
If you have any questions, please contact Investor Relations at (510) 572-0200.
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Very truly yours, |
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LAM RESEARCH CORPORATION |
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By: |
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/s/ Douglas R. Bettinger |
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Name: |
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Douglas R. Bettinger |
Title: |
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Executive Vice President and Chief Financial Officer |
Dated: September 15, 2015
Schedule 1
Conversion Rate Formula Adjustment per Section 14.04(d)
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CR' |
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= |
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CR0 x ((SP0) / (SP0 - C)) |
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CR0 |
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= |
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the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution; |
CR' |
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= |
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the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution; |
SP0 |
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= |
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the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and |
C |
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= |
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the amount in cash per share the Company distributes to holders of its Common Stock. |
CR0 = 16.0806
CR' = 16.1481
SP0 = $71.75
C = $0.30
16.1481 = 16.0806 x (($71.75) / ($ 71.75-$0.30))
Exhibit 99.2
NOTICE TO HOLDERS OF
ANY AND ALL OUTSTANDING
1.25% CONVERTIBLE SENIOR NOTES DUE 2018
OF
LAM RESEARCH
CORPORATION
WITH CUSIP NUMBER 512807 AL2
Pursuant to Section 14.04(l) of the Indenture, dated as of May 11, 2011 (the Indenture), between Lam Research
Corporation, as Issuer (the Company), and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing the issuance of the 1.25% Convertible Senior Notes due 2018 of the Company with CUSIP number 512807 AL2 (the
Notes), the Company is hereby delivering this notice to all holders of the Notes. This notice is being given to inform you of an adjustment to the Conversion Rate (as defined in the Indenture) effective today.
As previously announced, the Companys board of directors has declared a quarterly cash dividend payment of $0.30 per share on the
Companys common stock. Section 14.04(d) of the Indenture provides for an increase in the Conversion Rate (as defined in the Indenture) in connection with this dividend. The Conversion Rate relating to the Notes, previously equal to
16.0806 shares of Common Stock per $1,000 principal amount of Notes, was increased to 16.1481 shares of Common Stock per $1,000 principal amount of Notes in accordance with Section 14.04(d) of the Indenture as a result of the upcoming payment
by the Company of the cash dividend scheduled for September 30, 2015. The adjustment to the Conversion Rate was effective immediately after 9:00 a.m., New York City time, on September 4, 2015, the ex-dividend date for the dividend. The
adjustment to the Conversion Rate was calculated in accordance with Section 14.04(d), as set forth on Schedule 1.
If the
dividend is not paid, the Conversion Rate shall be decreased, effective as of the date the Companys board of directors determines not to pay such dividend, to the Conversion Rate that would then be in effect if such dividend had not been
declared.
If you have any questions, please contact Investor Relations at (510) 572-0200.
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Very truly yours, |
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LAM RESEARCH CORPORATION |
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By: |
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/s/ Douglas R. Bettinger |
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Name: |
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Douglas R. Bettinger |
Title: |
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Executive Vice President and Chief Financial Officer |
Dated: September 15, 2015
Schedule 1
Conversion Rate Formula Adjustment per Section 14.04(d)
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CR' |
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= |
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CR0 x ((SP0) / (SP0 - C)) |
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CR0 |
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= |
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the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution; |
CR' |
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= |
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the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution; |
SP0 |
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= |
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the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and |
C |
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= |
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the amount in cash per share the Company distributes to holders of its Common Stock. |
CR0 = 16.0806
CR' = 16.1481
SP0 = $71.75
C = $0.30
16.1481 = 16.0806 x (($71.75) / ($ 71.75-$0.30))
Exhibit 99.3
NOTICE TO HOLDERS OF
ANY AND ALL OUTSTANDING
2.625% SENIOR CONVERTIBLE NOTES DUE 2041
OF
NOVELLUS SYSTEMS,
INC.
WITH CUSIP NUMBER 670008 AD3
Pursuant to Section 8.03(l) of the Indenture, dated as of May 10, 2011 (the Indenture) between Novellus Systems,
Inc., a California corporation, as Issuer (the Company), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the Trustee), as supplemented by the First Supplemental Indenture, dated as of
June 4, 2012 among the Company, as Issuer, Lam Research Corporation, a Delaware corporation, as Guarantor (Parent), and the Trustee, governing the issuance of the 2.625% Senior Convertible Notes due 2041 of the Company with
CUSIP number 670008 AD3 (the Notes), the Company is hereby delivering this notice to all holders of the Notes. This notice is being given to inform you of an adjustment to the Conversion Rate (as defined in the Indenture).
As previously announced, the Parents board of directors has declared a quarterly cash dividend payment of $0.30 per share on the
Parents common stock. Section 8.03(d) of the Indenture provides for an increase in the Conversion Rate (as defined in the Indenture) in connection with this dividend. The Conversion Rate relating to the Notes, previously equal to 28.8585
shares of Common Stock per $1,000 principal amount of Notes, was increased to 28.9797 shares of Common Stock per $1,000 principal amount of Notes in accordance with Section 8.03(d) of the Indenture as a result of the upcoming payment by the
Parent of the cash dividend scheduled for September 30, 2015. The adjustment to the Conversion Rate was effective immediately after 9:00 a.m., New York City time, on September 4, 2015, the ex-dividend date for the dividend. The adjustment
to the Conversion Rate was calculated in accordance with Section 8.03(d), as set forth on Schedule 1.
If the dividend is not
paid, the Conversion Rate shall be decreased, effective as of the date the Parents board of directors determines not to pay such dividend, to the Conversion Rate that would then be in effect if such dividend had not been declared.
If you have any questions, please contact Investor Relations at (510) 572-0200.
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Very truly yours, |
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LAM RESEARCH CORPORATION |
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By: |
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/s/ Douglas R. Bettinger |
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Name: |
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Douglas R. Bettinger |
Title: |
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Executive Vice President and Chief Financial
Chief Financial Officer |
Dated: September 15, 2015
Schedule 1
Conversion Rate Formula Adjustment per Section 8.03(d)
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CR1 |
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= |
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CR0 x ((SP0) / (SP0 - C)) |
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CR0 |
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= |
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the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution; |
CR1 |
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= |
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the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution; |
SP0 |
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= |
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the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and |
C |
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= |
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the amount in cash per share the Parent distributes to holders of its Common Stock. |
CR0 = 28.8585
CR1 = 28.9797
SP0 = $71.75
C = $0.30
28.9797 = 28.8585 x (($71.75) / ($ 71.75-$0.30))
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