8-KRegulation FDExhibits & Filings

LAM RESEARCH CORP 8-K Report, Regulation FD Disclosure (Mar 13, 2015)

Filed March 13, 2015For Securities:LRCX

Summary

Lam Research Corporation (LRCX) filed an 8-K on March 13, 2015, primarily to disclose adjustments to the conversion rates of its outstanding senior convertible notes. These adjustments affect the 0.5% Senior Convertible Notes due 2016, the 1.25% Senior Convertible Notes due 2018, and the 2.625% Senior Convertible Notes due 2041 (originally issued by Novellus Systems, Inc.). The company distributed notices to the holders of these notes detailing the specific changes to the conversion ratios. This filing is significant for investors holding these convertible notes as it directly impacts the number of common shares they can receive upon conversion. While the exact reasons for the adjustments are not detailed in this 8-K, such changes are typically triggered by specific events outlined in the respective indentures, which could include stock dividends, stock splits, or other corporate actions. Investors should refer to the individual notices (Exhibits 99.1, 99.2, and 99.3) for precise details on the conversion rate adjustments.

Key Highlights

  • 1Lam Research disclosed adjustments to the conversion rates of its 2016, 2018, and 2041 senior convertible notes.
  • 2The company distributed official notices to the holders of these convertible notes regarding the conversion rate adjustments.
  • 3The affected notes include 0.5% Senior Convertible Notes due 2016, 1.25% Senior Convertible Notes due 2018, and 2.625% Senior Convertible Notes due 2041.
  • 4The 2041 notes were originally issued by Novellus Systems, Inc. prior to its acquisition by Lam Research.
  • 5This filing is made under Regulation FD disclosure (Item 7.01) and is not considered a definitive financial statement filing.
  • 6Exhibits 99.1, 99.2, and 99.3 contain the specific notices of conversion rate adjustments for each note series.
  • 7The Chief Financial Officer, Douglas R. Bettinger, signed the report.

Frequently Asked Questions

The primary purpose of this 8-K filing is to formally notify holders of Lam Research's outstanding convertible notes about adjustments made to their conversion rates. This is a regulatory requirement under the terms of the indentures governing these notes.

The filing specifically addresses adjustments to the conversion rates for three series of notes: the 0.5% Senior Convertible Notes due 2016, the 1.25% Senior Convertible Notes due 2018, and the 2.625% Senior Convertible Notes due 2041.

Conversion rate adjustments are typically triggered by specific corporate events outlined in the convertible note indentures. These can include events like stock splits, stock dividends, or other dilutive actions. The exact reason for the adjustment would be detailed in the individual notices (Exhibits 99.1, 99.2, 99.3) provided to noteholders.

For investors holding these convertible notes, an adjustment to the conversion rate directly impacts the number of Lam Research common shares they are entitled to receive if they choose to convert their notes. An increase in the conversion rate means more shares per note, while a decrease means fewer shares.