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SEC FILE NUMBER |
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CUSIP NUMBER |
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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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ž Form 10-K
o Form 20-F
o Form 11-K
o Form 10-Q
o Form 10-D
o Form N-SAR
o Form N-CSR
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For Period Ended: |
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June 24, 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
Full Name of Registrant
Former Name if Applicable
Address of Principal Executive Office (Street and Number)
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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(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 or 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 accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III — NARRATIVE
State below in reasonable detail 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 Annual Report on Form 10-K for the
year ended
June 24, 2007 (
“Form 10-K”) as soon as practicable, but does not expect that it will be
filed on or before the fifteenth calendar day following the required filing date as prescribed in
Rule 12b-25.
As disclosed in
the Company’s current reports on Form 8-K filed with the SEC on
July 18, 2007 and
July 24, 2007, an Independent Committee of
the Company’s Board of Directors, composed of two
independent board members appointed by the Board of Directors, is conducting a review of the
Company’s historical stock option practices and related accounting. The voluntary review arose
after
the Company’s independent auditors performed auditing processes, pursuant to recent guidance
from the Public Company Accounting Oversight Board (
“PCAOB”), relating to
the Company’s 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-K 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-K (including the 15-day extension under Rule
12b-25).
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| SEC 1344 (03-05) |
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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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(Attach extra Sheets if Needed)
PART IV — OTHER INFORMATION
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Name and telephone number of person to contact in regard to this notification |
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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).
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Yes ž No o
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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?
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Yes
o No o*
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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.
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* Because of the review regarding
the Company’s 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-K.
The Company previously announced selected financial data in its Form 8-K filed with the SEC
on
July 24, 2007. Revenues for the June 2007 fiscal quarter disclosed in the Form 8-K were $678.5
million compared to revenues of $525.6 million for the June 2006 fiscal quarter. The selected
financial data reported in the
July 24, 2007 Form 8-K is not expected to be affected by the ongoing
option review.
This Form 12b-25 contains forward-looking statements regarding
the Company’s ability to file its
annual report on Form 10-K for the year ended
June 24, 2007 and the financial results it will
report for the period covered by such Form 10-K. Because the Independent Committee has not
completed its review of
the Company’s historical stock option granting practices and the related
accounting,
the Company cannot provide any assurance when its Form 10-K will be filed or whether
there will be any significant change to its results of operations from the corresponding prior
periods.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
