Lam Research Corporation Receives Expected NASDAQ(R) Notice of Non-Compliance
February 07 2008 - 5:48PM
Business Wire
Lam Research Corporation today announced that it is in receipt of
an Additional Staff Determination letter from NASDAQ Staff dated
February 5, 2008, advising Lam Research that it is not in
compliance with the filing requirements for continued listing as
set forth in NASDAQ Marketplace Rule�4310(c)(14). The letter, which
the Company had expected, was issued in accordance with standard
NASDAQ procedures due to the delayed filing of Lam�s Quarterly
Report on Form 10-Q for the quarter ended December 23, 2007. This
follows similar letters received on November 7, 2007 indicating
that Lam Research was not in compliance with the filing
requirements for continued listing due to the delayed filing of
Lam�s Quarterly Report on Form 10-Q for the period ended September
23, 2007, and on August�27, 2007 indicating that Lam was not in
compliance with the filing requirements for continued listing due
to the delayed filing of Lam�s Annual Report on Form 10-K for the
year ended June�24, 2007. On October 11, 2007, Lam Research
attended a hearing before the Panel at which Lam�s management
presented its plan to regain compliance with NASDAQ�s filing
requirements. Following the hearing, the Panel granted the
Company�s request for continued listing, subject to certain
requirements. As amended, the Panel�s decision requires, among
other things, that the Company file with the Securities and
Exchange Commission the delayed reports by February 13, 2008. Under
applicable NASDAQ rules, this date represents the full extent of
the Panel�s discretion to grant an exception with respect to the
delayed filings. On February 6, 2008, Lam Research requested that
the NASDAQ Listing and Hearing Review Council call for a review of
the Panel�s decision and in connection therewith, grant a stay of
delisting of the Company. If Lam�s request is granted, Lam�s shares
will continue to be listed on The NASDAQ Global Select MarketSM
pending the outcome of such review. In the event that the Panel�s
decision is not called for review and a stay is not granted and
that the Company is unable to file the delayed reports by February
13, 2008, Lam�s common stock would be subject to delisting from The
NASDAQ Global Select Market. As previously disclosed by the
Company, 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, relating to the
Company�s historical stock option grant programs and procedures as
part of its fiscal year-end 2007 audit. The independent committee,
with the assistance of independent outside legal counsel, has
reached a preliminary conclusion that the actual measurement dates
for financial accounting purposes of certain stock option grants
issued in the past differ from the recorded grant dates of such
awards. The independent committee�s assessment of conduct relating
to the Company�s historical stock option practices has been
substantially completed. The independent committee found that there
was no intentional misconduct by management. On December�18, 2007,
upon the recommendation of management and the independent
committee, the Audit Committee of the Board of Directors concluded
that the Company�s financial statements for fiscal years 1997
through 2005, and the interim periods contained therein should no
longer be relied upon. The Company expects to restate certain of
its previously-issued financial statements to record non-cash
charges for compensation expenses relating to past stock option
grants. The significant majority of the measurement date changes
result from stock options granted prior to fiscal year 2003. The
Company has not determined the final amount of such charges, the
resulting tax and accounting impact, or which specific periods
require restatement. The Company�s management and the independent
committee have discussed this matter with Ernst & Young LLP,
the Company�s independent registered public accounting firm. The
Company will not be in a position to file the delayed 2007 Form
10-K, September Form 10-Q, or December Form 10-Q until after the
completion of the review and until the Company can determine the
amount of the non-cash adjustments to compensation expense related
to prior stock option grants. Because the Company does not believe
it can complete that work by February 13, 2008, the Company has
requested that the NASDAQ Listing and Hearing Review Council call
for review the Panel�s January 15, 2008 decision as explained
above. Statements made in this press release which are not
statements of historical fact are forward-looking statements and
are subject to the safe harbor provisions created by the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements relate, but are not limited, to the continued listing of
the Company�s common stock on NASDAQ and the independent committee
review. These forward-looking statements are based on current
expectations and are subject to uncertainties and changes in
condition including, without limitation, the timing of the
completion of the independent committee review and the Company�s
ability to make filings of its periodic reports on Forms 10-Q and
10-K with the SEC. The Company undertakes no obligation to update
the information or statements made in this press release. Lam
Research Corporation is a major provider of wafer fabrication
equipment and services to the world�s semiconductor industry. Lam�s
common stock trades on The NASDAQ Global Select Market under the
symbol LRCX. Lam is a NASDAQ-100 � company. The Company�s World
Wide Web address is http://www.lamresearch.com.
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