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SEC FILE NUMBER |
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0-12933
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CUSIP NUMBER |
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512807108
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check one): |
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o Form 10-K
o Form 20-F
o Form 11-K
þ Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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December 23, 2007 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
FREMONT, CALIFORNIA 94538
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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o |
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Lam Research Corporation (the Company) plans to file its Quarterly Report on Form 10-Q for the
quarter ended December 23, 2007 (Form 10-Q) as soon as practicable, but does not expect that it
will be filed on or before the fifth calendar day following the required filing date as prescribed
in Rule 12b-25.
As
disclosed in the Companys current reports on Form 8-K filed
with the SEC on July 18, 2007 and December 24, 2007, an
independent committee of the Companys Board of Directors, composed of two independent board
members appointed by the Board of Directors, is conducting a review of the Companys historical
stock option practices and related accounting. The voluntary review arose after the Companys
independent auditors performed auditing processes, pursuant to recent guidance from the Public
Company Accounting Oversight Board (PCAOB), relating to the Companys historical stock option
grant programs and procedures as part of its fiscal year-end 2007 audit. The independent committee, with the assistance of independent outside legal counsel, has
reached a preliminary conclusion that the actual measurement dates for financial accounting
purposes of certain stock option grants issued in the past differ from the recorded grant dates of
such awards. The independent committees assessment of conduct relating to the Companys historical
stock option practices is ongoing. The committees preliminary view is that there was no
intentional misconduct by management. On December 18, 2007, upon the recommendation of management
and the independent committee, the Audit Committee of the Board of Directors concluded that the
Companys financial statements for fiscal years 1997 through 2005, and the interim periods
contained therein should no longer be relied upon. The Company expects to restate certain of its
previously-issued financial statements to record non-cash charges for compensation expenses
relating to past stock option grants. The significant majority of the measurement date changes
result from stock options granted prior to fiscal year 2003. The Company has not determined the
final amount of such charges, the resulting tax and accounting impact, or which specific periods
require restatement. The Companys management and the independent committee have discussed this
matter with Ernst & Young LLP, the Companys independent registered public accounting firm. The
Company is working with Ernst & Young LLP to complete its restatement and become current with its
public filings as soon as possible. At this time the review is
ongoing and the Company will not be in a position to file the Form 10-Q
until after the completion of the review. The
Company does not presently expect that such review will be completed within the prescribed time
period for the filing of such Form 10-Q (including the 5-day extension under Rule 12b-25).
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SEC 1344 (05-06) |
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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(Attach extra Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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Martin B. Anstice |
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(510) |
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572-0200 |
(Name) |
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
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Yes
o No þ
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Form 10-K for the year ended June 24, 2007, Form 10-Q
for the three months ended September 23, 2007
(3) |
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes
o No o*
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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* |
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Because of the review regarding the Companys historical stock option practices and related
accounting discussed in Part III above, the Company has not checked either box in Part IV
subsection 3, as it is not possible at this time for the Company to determine whether any
significant change in results of operations from the corresponding period for the last fiscal
year arising from the review will be reflected in the earnings statements to be included in
the Form 10-Q. The Company previously announced selected financial data in its Form 8-K filed
with the SEC on January 24, 2008. The amounts reported in the January 24, 2008 Form 8-K for
cost of goods sold, gross margin, operating expenses, operating income and income before
income taxes are preliminary due to the ongoing option review and could be subject to
adjustment. |
This Form 12b-25 contains forward-looking statements regarding the Companys ability to file its
quarterly report on Form 10-Q for the quarter ended December 23, 2007 and the financial results it
will report for the period covered by such Form 10-Q. Because the Independent Committee has not
completed its review of the Companys historical stock option granting practices and the related
accounting, the Company cannot provide any assurance when its Form 10-Q will be filed or whether
there will be any significant change to its results of operations from the corresponding prior
periods.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date
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February 4, 2008 |
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By: |
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/s/ Martin B. Anstice |
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Name: |
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Martin B. Anstice |
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Title: |
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Senior Vice President, Chief Financial Officer and Chief Accounting Officer |