-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NfbVjBpxnYA3jBBaisUGS+YTXGddy3hFiIZJC5neKyO9KozMPVoaW8LFXGu6V3Cw QZdzSL0c3B6o7TYTY051fQ== 0000950134-04-016911.txt : 20041109 0000950134-04-016911.hdr.sgml : 20041109 20041109151300 ACCESSION NUMBER: 0000950134-04-016911 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041103 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041109 DATE AS OF CHANGE: 20041109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAM RESEARCH CORP CENTRAL INDEX KEY: 0000707549 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 942634797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12933 FILM NUMBER: 041129212 BUSINESS ADDRESS: STREET 1: 4650 CUSHING BLVD CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5106590200 MAIL ADDRESS: STREET 1: 4650 CUSHING PARKWAY CITY: FREMONT STATE: CA ZIP: 94538 8-K 1 f03060e8vk.htm FORM 8-K e8vk
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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): November 3, 2004

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 or principal executive offices including zip code)

(510) 572-0200
(Registrant’s 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))

 

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) Departure of a Principal Officer.

On November 3, 2004, Lam Research Corporation (the Company) issued a press release announcing that, effective June 27, 2005, the Company’s current chairman and chief executive officer, James W. Bagley, will transition from the role of chief executive officer. Mr. Bagley will continue his duties as chairman of the Board of Directors and remain an executive officer of the Company.

(c) Appointment of a Principal Officer.

On November 3, 2004, the Company issued a press release announcing that, effective June 27, 2005, the Company’s current president and chief operating officer, Stephen G. Newberry, will become chief executive officer and president of the Company. The position of chief operating officer will not be filled.

Stephen G. Newberry joined the Company in August 1997 as Executive Vice President and Chief Operating Officer. In July 1998, Mr. Newberry was promoted to President of Lam. Mr. Newberry currently is a member of the board directors of Nextest Systems Corporation and Semiconductor Equipment and Materials Institute (SEMI), the industry’s trade association. Previously, he was employed by Applied Materials, Inc. for 17 years, most recently as Group Vice President of Global Operations and Planning. From 1990 to 1992, Mr. Newberry served as Vice President of Applied Materials Japan and was responsible for customer service, engineering and manufacturing activities in that region. Upon his return to the United States, Mr. Newberry served in a variety of executive management positions at Applied Materials, Inc.

The Company and Mr. Newberry entered into an employment agreement effective January 1, 2003 (the “Newberry Agreement”). The term of the Newberry Agreement is from January 1, 2003, through October 31, 2005, and will automatically extend for subsequent one-year periods without limit unless terminated by either Mr. Newberry or the Company in accordance with the provisions of the Newberry Agreement.

During fiscal year 2001, Mr. Newberry signed a promissory note with Lam entitling him to borrow up to $1.0 million dollars at 6.75% simple interest. He was advanced the $1.0 million and subsequently repaid the entire amount of $1.0 million, plus accrued interest, during the quarter ended December 28, 2003.

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits

     
99.1
  Press Release dated November 3, 2004 announcing the Company’s Management Transition Plan

 

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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: November 5, 2004
         
  LAM RESEARCH CORPORATION
 		  
  By:   /s/ Martin B. Anstice    
    Martin B. Anstice   
    Vice President, Finance, Chief Financial Officer, and Chief Accounting Officer   
 

 

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EXHIBIT INDEX

     
Exhibit    
No.
   Description
99.1
  Press Release dated November 3, 2004 announcing the Company’s Management Transition Plan

 

EX-99.1 2 f03060exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE LAM RESEARCH CORPORATION CONTACT: Kathleen Bela, phone: 510/572-4566, e-mail: kathleen.bela@lamrc.com Lam Research Corporation Announces Management Transition Plan FREMONT, Calif., November 3, 2004 -- Lam Research Corporation (Nasdaq: LRCX) today announced its management transition plan. For the past several years, James W. Bagley, Lam's chairman and chief executive officer, and Stephen G. Newberry, Lam's president and chief operating officer, have comprised the Office of the Chief Executive. Within Lam's management transition plan, the Office of the Chief Executive will be retained as the responsibilities of Mr. Bagley and Mr. Newberry are changed. Effective June 27, 2005, Mr. Newberry will become chief executive officer and president. Mr. Bagley will continue as chairman of the Board of Directors and remain an executive officer of the Company. The position of chief operating officer will not be filled. "I'm very pleased to make this announcement today," stated James W. Bagley. "Since 1997, Lam's Board of Directors and executive management team have been implementing best-in-class practices in the areas of products, operations, customer support, and corporate governance. This transition plan reflects our commitment to focus our executive efforts on those priorities that have the greatest benefit for our customers, shareholders, and employees. As chairman of the Board of Directors, I will remain active in collaboration with Steve on the evolution of the strategic direction of Lam and the day-to-day management of the Company. Meeting regularly with our shareholders and customers will be a continuing priority. I believe that separating the positions of chairman and chief executive addresses shareholders' calls for fully engaged boards that work in close collaboration with the executive management of a company." ~more~ LAM ANNOUNCES MANAGEMENT TRANSITION PLAN PAGE 2 OF 2 "Moreover," Bagley continued, "Steve's leadership, commitment to excellence, and vision have been fundamental to Lam's re-emergence as an industry leader. I have worked with Steve for more than 22 years and know first-hand the outstanding executive capabilities he will bring to this role." Stephen G. Newberry joined Lam in August 1997 as chief operating officer and was promoted to president and chief operating officer in July 1998. He is a 24-year veteran of the semiconductor industry. Prior to joining Lam, he spent 17 years at Applied Materials in various management and executive positions. He is a member of the Board of Directors of Semiconductor Equipment and Materials International (SEMI), the industry's trade association, and Nextest Systems, Inc. Statements made in this press release which are not statements of historical fact are forward-looking statements and are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate, but are not limited, to the structure and staffing of its executive management offices, the Company's corporate and strategic objectives and the specific contributions of its personnel to those objectives, the composition of its Board of Directors, and the ongoing and future market and financial performance of the Company. Such statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including specifically the report on Form 10-K for the year ended June 27, 2004, which could cause actual results to vary from expectations. The Company undertakes no obligation to update the information or statements made in this press release. Lam Research Corporation is a major supplier of wafer fabrication equipment and services to the world's semiconductor industry. Lam's common stock trades on the Nasdaq National Market under the symbol LRCX. The Company's World Wide Web address is http://www.lamrc.com. ### -----END PRIVACY-ENHANCED MESSAGE-----