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SEC FILE NUMBER |
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0-12933
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CUSIP NUMBER |
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512807108
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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(Check One): |
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o
Form 10-K o
Form 20-F o
Form 11-K þ Form 10-Q
o Form 10-D o Form N-SAR o Form N-CSR |
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For Period
Ended: September 23, 2007 |
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which
the notification relates:
PART I REGISTRANT INFORMATION
LAM RESEARCH CORPORATION
Full Name of Registrant
Former Name if Applicable
4650 CUSHING PARKWAY
Address of Principal Executive Office
(Street and Number)
FREMONT, CALIFORNIA 94538
City, State and Zip Code
PART II RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant
seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
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o |
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(a)
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The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense |
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(b)
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The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or
Form N-CSR or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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SEC 1344 (05-06) |
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Persons who are to respond to the collection of information contained in
this form are not required to respond unless the form displays a currently
Valid OMB control number.
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TABLE OF CONTENTS
PART III NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR
or the transition report or portion thereof, could not be filed within the prescribed time period.
Lam Research Corporation (the Company) plans to file its Quarterly Report on Form 10-Q for the
quarter ended September 23, 2007 (Form 10-Q) as soon as practicable, but does not expect that it
will be filed on or before the fifth calendar day following the required filing date as prescribed
in Rule 12b-25.
As disclosed in the Companys current report on Form 8-K filed with the SEC on July 18, 2007, an
Independent Committee of the Companys Board of Directors, composed of two independent board
members appointed by the Board of Directors, is conducting a review of the Companys historical
stock option practices and related accounting. The voluntary review arose after the Companys
independent auditors performed auditing processes, pursuant to recent guidance from the Public
Company Accounting Oversight Board (PCAOB), relating to the Companys historical stock option
grant programs and procedures as part of its fiscal year-end 2007 audit. The Independent Committee
is working with independent outside legal counsel to complete this review as quickly as possible.
At this time the review is ongoing and the Company will not be in a position to file the Form 10-Q
until after the completion of the review and until the Company can determine whether it needs to
record any non-cash adjustments to compensation expense related to prior stock option grants. The
Company does not presently expect that such review will be completed within the prescribed time
period for the filing of such Form 10-Q (including the 5-day extension under Rule 12b-25).
-2-
(Attach
Extra Sheets if Needed)
PART IV OTHER INFORMATION
(1) |
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Name and telephone number of person to contact in regard to this notification |
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Martin B. Anstice |
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(510) |
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572-0200 |
(Name)
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(Area Code)
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(Telephone Number) |
(2) |
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Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12
months or for such shorter period that the
registrant was required to file such report(s)
been filed? If answer is no, identify
report(s). o Yes þ No |
Form 10-K for the year ended June 24, 2007
(3) |
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Is it anticipated
that any significant
change in results of
operations from the
corresponding period
for the last fiscal
year will be
reflected by the
earnings statements
to be included in
the subject report
or portion thereof? o Yes o No * |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and,
if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
* Because of the review regarding the Companys historical stock option practices and related
accounting discussed in Part III above, the Company has not checked either box in Part IV
subsection 3, as it is not possible at this time for the Company to determine whether any
significant change in results of operations from the corresponding period for the last fiscal year
arising from the review will be reflected in the earnings statements to be included in the Form
10-Q. The Company previously announced selected financial data in its Form 8-K filed with the SEC
on October 10, 2007. The amounts reported in the October 10, 2007 Form 8-K for cost of goods sold,
gross margin, operating expenses, operating income and income before income taxes are preliminary
due to the ongoing option review and could be subject to adjustment.
This Form 12b-25 contains forward-looking statements regarding the Companys ability to file its
quarterly report on Form 10-Q for the quarter ended September 23, 2007 and the financial results it
will report for the period covered by such Form 10-Q. Because the Independent Committee has not
completed its review of the Companys historical stock option granting practices and the related
accounting, the Company cannot provide any assurance when its Form 10-Q will be filed or whether
there will be any significant change to its results of operations from the corresponding prior
periods.
LAM RESEARCH CORPORATION
(Name
of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: November 5, 2007
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By:
Name:
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/s/ Martin B. Anstice
Martin B. Anstice
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Title:
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Senior Vice President, Chief Financial Officer and
Chief Accounting Officer |
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-3-