8-KCorporate ChangesExhibits & Filings

LAM RESEARCH CORP 8-K Report, Bylaw Amendment (Dec 18, 2007)

Filed December 18, 2007For Securities:LRCX

Summary

Lam Research Corporation (LRCX) filed an 8-K on December 18, 2007, to report an amendment to its Amended and Restated Bylaws. This amendment, effective December 12, 2007, was made to comply with a NASDAQ listing requirement mandating eligibility for the Direct Registration System (DRS) by January 1, 2008. Specifically, Section 8.3 of the Bylaws was revised to remove a provision that required the Company to issue physical stock certificates upon stockholder request for shares held in uncertificated form. This change is primarily administrative and technical, ensuring Lam Research remains compliant with NASDAQ's listing rules and can participate in the DRS administered by The Depository Trust Company. For investors, this means a move towards more modern and efficient share registration processes, facilitating easier transfer and holding of shares electronically. The report includes the amendment as an exhibit.

Key Highlights

  • 1Lam Research amended its Bylaws to comply with NASDAQ's Direct Registration System (DRS) eligibility requirement.
  • 2The amendment was approved by the Board of Directors on December 12, 2007.
  • 3The change removes a requirement for the Company to issue physical stock certificates upon stockholder request for uncertificated shares.
  • 4This action is necessary to meet NASDAQ listing rules by January 1, 2008.
  • 5The amendment facilitates Lam Research's participation in the DRS administered by The Depository Trust Company.
  • 6The revised Bylaw section is Exhibit 3.4 to the filing.

Frequently Asked Questions

The primary reason is to report an amendment to Lam Research's Bylaws to comply with a NASDAQ listing requirement related to the Direct Registration System (DRS).

The amendment removed a provision requiring the Company to issue physical stock certificates for shares held in uncertificated form, upon a stockholder's request.

This amendment primarily impacts the process for issuing new shares or transferring shares held electronically. Existing physical stock certificates are generally not affected, but the Company will no longer be obligated to issue new physical certificates upon request for shares that are otherwise uncertificated.

This ensures Lam Research remains in compliance with NASDAQ listing rules, avoiding potential delisting issues. For shareholders, it facilitates a move towards more modern, efficient electronic shareholding and transfer processes through the DRS.