8-KSecurities & ListingExhibits & Filings

LAM RESEARCH CORP 8-K Report, Listing Notice (Feb 8, 2008)

Filed February 8, 2008For Securities:LRCX

Summary

Lam Research Corporation (LRCX) has filed an 8-K report detailing its ongoing compliance issues with NASDAQ listing requirements, primarily due to delayed financial filings. The company received an additional staff determination letter from NASDAQ on February 5, 2008, citing non-compliance with Rule 4310(c)(14) for its delayed Form 10-Q for the quarter ended December 23, 2007. This follows previous notices regarding delayed filings for prior periods. A critical deadline of February 13, 2008, looms, by which Lam Research must file its delayed reports to avoid potential delisting. The company has requested a review of a previous NASDAQ Panel decision and a stay of delisting, pending the outcome of this review. Concurrently, an independent committee's review of historical stock option grants has preliminarily concluded that certain grants' measurement dates differ from recorded dates, potentially requiring a restatement of financial statements for fiscal years 1997 through 2005 and interim periods. While the committee found no intentional misconduct by management, the complexity and expected non-cash charges related to these stock options are a significant factor in the continued delay of filings.

Key Highlights

  • 1Lam Research received a notice from NASDAQ on February 5, 2008, indicating non-compliance with listing requirements due to delayed filing of its Form 10-Q for the quarter ended December 23, 2007.
  • 2The company faces a critical deadline of February 13, 2008, to file all delayed financial reports (including Form 10-K and prior 10-Qs) to maintain its listing on The NASDAQ Global Select Market.
  • 3Lam Research has requested a review of a prior NASDAQ Panel decision and a stay of delisting to allow for further time to resolve the filing issues.
  • 4An independent committee's review of historical stock option grants suggests that certain grant measurement dates may differ from recorded dates, necessitating a potential restatement of financial statements.
  • 5The company expects to record non-cash charges related to these stock option grants but has not yet determined the final amounts or specific periods to be restated.
  • 6The independent committee's review found no evidence of intentional misconduct by management regarding the stock option practices.
  • 7The delays in filing are preventing the company from filing its Form 10-K and subsequent 10-Qs until the stock option accounting review is completed and restatements are determined.

Frequently Asked Questions

The primary reason is the delayed filing of its financial reports, specifically the Quarterly Report on Form 10-Q for the quarter ended December 23, 2007, and prior overdue reports (Form 10-K for fiscal year ended June 24, 2007, and Form 10-Q for the quarter ended September 23, 2007). These delays are preventing the company from meeting NASDAQ's continuous listing requirements.

The critical deadline is February 13, 2008. If the company fails to file the delayed reports by this date, and its request for a review and stay of delisting is not granted, its common stock could be delisted from The NASDAQ Global Select Market.

An independent committee of the Board of Directors has conducted a review and preliminarily concluded that the actual measurement dates for financial accounting purposes of certain stock option grants differ from the recorded grant dates. This may require the company to restate certain past financial statements to account for non-cash compensation expenses. Importantly, the committee found no intentional misconduct by management.

The company cannot finalize and file its delayed Form 10-K and subsequent Form 10-Qs until the stock option accounting review is completed and the magnitude and impact of any restatements are determined. The complexity of this process is a direct cause of the ongoing filing delays.