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): March 11, 2008
LAM RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
|
|
|
0-12933
(Commission File Number)
|
|
94-2634797
(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):
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
2.01 Completion of Acquisition or Disposition of Assets.
On March 11, 2008, Lam Research Corporation (Lam Research) completed its previously announced
acquisition of SEZ Holding AG (SEZ), the leading supplier of single-wafer clean technology and
products to the global semiconductor manufacturing industry. The acquisition was effected upon the
completion of a tender offer for the outstanding shares of SEZ as well as the satisfaction of other
conditions to closing. Upon the completion of the tender, Lam
Research acquired approximately
95% of the outstanding shares of SEZ. Lam Research
expects to take additional steps as necessary to acquire the SEZ shares that remain outstanding.
The tender offer was conducted pursuant to the terms of a Transaction Agreement entered into on
December 10, 2007 by and between Lam Research and SEZ (the Transaction Agreement). Under the
terms of the Transaction Agreement, Lam Research acquired all shares of SEZ that were tendered in
the offer at a price of CHF 38 per share in cash, for a total price
of CHF 606 million, which
approximates US$584 million at the current exchange rate. Net of cash acquired, the purchase
price approximates US$457 million.
The foregoing description of the Transaction Agreement does not purport to be complete and is
qualified in its entirety by reference to such agreement which was filed as Exhibit 10.110 to Lam
Researchs Current Report on Form 8-K filed on December 14, 2007.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements that are required pursuant to this Item 9.01(a) will be filed by amendment
not later than 71 calendar days after the date that this initial report on Form 8-K was required to
be filed.
(b) Pro Forma Financial Information
The pro forma financial information that is required pursuant to this Item 9.01(b) will be filed by
amendment not later than 71 calendar days after the date that this initial report on Form 8-K was
required to be filed.
(d) Exhibits:
|
|
|
Exhibit No. |
|
Document |
10.110*
|
|
Transaction Agreement dated December
10, 2007 by and between Lam Research
and SEZ Holding AG |
|
|
|
* |
|
Incorporated by reference from the Current Report on Form 8-K filed on December 14, 2007. |