As filed with the Securities and Exchange Commission on December 19, 2008
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LAM RESEARCH CORPORATION
(Exact name of Registrant as specified in its charter)
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| Delaware
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94-2634797 |
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(I.R.S. Employer |
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Identification No.) |
4650 Cushing Parkway
Fremont, California 94538-6470
(Address of Principal Executive Offices)
1999 Employee Stock Purchase Plan, as amended
(Full title of the plan)
ERNEST E. MADDOCK
Senior Vice President and Chief Financial Officer
Lam Research Corporation
4650 Cushing Parkway,
Fremont, California 94538-6470
(510) 659-0200
(Name, address of and 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. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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| Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company o |
(Calculation of Registration Fee on following page)
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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maximum |
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maximum |
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Title of each class of securities |
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Amount to be |
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offering price |
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aggregate offering |
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Amount of |
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to be registered |
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registered(1) |
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per share (2) |
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price (2) |
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registration fee |
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Common Stock, $0.001 par value |
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5,324,687 shares |
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$22.02 |
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$117,249,608 |
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$4,607.91 |
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, (the “Securities Act”),
this registration statement also covers any additional securities that may be offered or
issued in connection with any stock split, stock dividend or similar transaction. |
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Estimated solely for the purpose of computing the amount of the registration fee pursuant to
Rule 457(c) under the Securities Act based on the average of the high and low prices of the
Registrant’s Common Stock reported on the Nasdaq National Market on December 15, 2008. |
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
General Instruction E Information
This Registration Statement on Form S-8 is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a Registration Statement of
Lam Research Corporation (the “Registrant”) on Form S-8 relating to the same employee
benefit plan is effective. The Registrant’s Form S-8 Registration Statement filed with the
Securities and Exchange Commission (the “Commission”) on August 29, 2005 (File No.
333-127936) is hereby incorporated by reference.
TABLE OF CONTENTS
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the Registrant with the Commission are
hereby incorporated by reference:
(a) The Registrant’s latest Annual Report on Form 10-K for the fiscal year ended June 29, 2008
(File No. 000-12933), filed with the Commission on August 28, 2008 pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(b) The Registrant’s Quarterly Report on Form 10-Q for the three months ended September 28,
2008 (File No. 000-12933), filed with the Commission on November 7, 2008 pursuant to Section 13(a)
or 15(d) of the Exchange Act.
(c) The Registrant’s Current Reports on Form 8-K (with File No. 000-12933) filed with the
Commission on September 16, 2008, filed with the Commission on November 13, 2008, filed with
the Commission on November 20, 2008, and the Registrant’s
Amended Current Report on Form 8-K filed with the Commission on
December 19, 2008.
(d) The description of Registrant’s Common Stock as set forth in the Registrant’s Registration
Statement filed with the Commission on Form 8-B on April 11, 1990 and any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing such documents.
Item 6. Indemnification of Directors and Officers.
In addition to the information incorporated by reference to Item 6 of the Registrant’s Form
S-8 Registration Statement filed with the Commission on August 29, 2005 (File No. 333-127936), the
Registrant has additionally been authorized to enter into indemnification agreements with each of
its Section 16 executive officers and directors, as described in the Registrant’s Current Report on
Form 8-K filed with the Commission on November 13, 2008 (File No. 000-12933).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fremont, State of California, on December 19, 2008.
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Lam Research Corporation
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By: |
/s/ Ernest E. Maddock
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Ernest E. Maddock |
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Senior Vice President, Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer) |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Stephen G. Newberry and Ernest E. Maddock, jointly and severally, his or her
attorneys-in-fact and agents, each with the power of substitution and resubstitution, for him or
her and in his or her name, place or stead, in any and all capacities, to sign any amendments to
this Registration Statement on Form S-8, and to file such amendments, together with exhibits and
other documents in connection therewith, with the Securities and Exchange Commission, granting to
each attorney-in-fact and agent, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully as he or she might or
could do in person, and ratifying and confirming all that the attorneys-in-fact and agents, or his
or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
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Title |
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Date |
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| /s/ STEPHEN G. NEWBERRY
Stephen G. Newberry |
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President and Chief Executive
Officer
(Principal Executive
Officer)
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December 14, 2008 |
| /s/ ERNEST E. MADDOCK
Ernest E. Maddock |
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Senior Vice President, Chief
Financial
Officer (Principal
Financial Officer and
Principal Accounting Officer)
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December 19, 2008 |
| /s/ JAMES W. BAGLEY
James W. Bagley |
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Executive Chairman and Director
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December 19, 2008 |
| /s/ DAVID G. ARSCOTT
David G. Arscott |
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Director
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December 19, 2008 |
| /s/ ROBERT M. BERDAHL
Robert. M. Berdahl |
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Director
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December 3, 2008 |
| /s/ RICHARD J. ELKUS, JR.
Richard J. Elkus, Jr. |
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Director
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December 11, 2008 |
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