NOVELLUS SYSTEMS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-06-04: Form 8-K; Period of report 2012-06-04; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2012-05-11: Form 8-K; Period of report 2012-05-10; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2012-05-04: Form 8-K; Period of report 2012-05-04; Description 8.01 Other Events; Details 8.01.
- 2012-04-27: Form 8-K; Period of report 2012-04-27; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-06-04 | 8-K | 2012-06-04 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 On June 4, 2012, the business combination of Lam Research with Novellus pursuant to the terms of the Merger Agreement was completed. 3.01 In connection with completion of the Merger on June 4, 2012, Novellus notified the Nasdaq Stock Market (“Nasdaq”) that the Merger has been completed and requested that trading of Novellus common stock on Nasdaq be suspended. 3.03 At the effective time and as a result of the Merger, each outstanding share of Novellus common stock (other than shares owned by Lam Research, Merger Sub or any direct or indirect wholly owned subsidiary of Lam Research or Novellus, which will be canceled and cease to exist) was converted into the right to receive 1.125 shares of Lam Research common stock (the “Exchange Ratio”), with cash paid in lieu of fractional shares, plus the amount of any dividends or other distributions with a record date after the date of the Merger Agreement. 5.01 Upon closing of the Merger on June 4, 2012, a change in control of Novellus occurred and Novellus became a wholly owned subsidiary of Lam Research, as described in Item 2.01 of this Current Report on Form 8-K, which is incorporated into this Item 5.01 by reference. 5.02 Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger on June 4, 2012, the directors and officers of Novellus ceased serving in such capacities and the directors and officers of Merger Sub immediately prior to the effective time of the Merger became the directors and officers, respectively, of Novellus, as the surviving corporation in the Merger. 5.03 Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger on June 4, 2012, the articles of incorporation and bylaws of Novellus were amended and restated to read in their entirety as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated into this Item 5.03 by reference. | d362127d8k.htm |
| 2012-05-11 | 8-K | 2012-05-10 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On May 10, 2012, Novellus Systems, Inc. (“Novellus”), held a special meeting of Novellus shareholders (the “Special Meeting”) in connection with the previously announced merger (the “Merger”) of BLMS Inc. (“Merger Sub”), a wholly-owned subsidiary of Lam Research Corporation (“Lam Research”), with and into Novellus, pursuant to the Agreement and Plan of Merger, dated as of December 14, 2011, by and among Lam Research, Merger Sub, and Novellus (the “Merger Agreement”). 8.01 On May 11, 2012, Novellus issued a press release announcing the results of the Special Meeting. | d350782d8k.htm |
| 2012-05-04 | 8-K | 2012-05-04 | 8.01 Other Events | 8.01 On May 4, 2012, Novellus Systems, Inc. (“Novellus”), Lam Research Corporation (“Lam Research”) and BLMS Inc. (“BLMS”), a wholly-owned subsidiary of Lam Research, entered into a memorandum of understanding (“MOU”) with the lead plaintiff, Louisiana Municipal Police Employees’ Retirement System to settle the action titled In re Novellus Systems, Inc. Litigation, Case Nos. 1-11-CV-215076, 1-11-CV-215309, 1-11-CV-215363, and 1-11-CV-215756, pending in the California Superior Court for the County of Santa Clara (the “State Action”), and with the plaintiffs in two actions titled Nagpal v. | d345405d8k.htm |
| 2012-04-27 | 8-K | 2012-04-27 | 8.01 Other Events | 8.01 On March 30, 2012, Novellus Systems, Inc. (“Novellus”), sent a notice of anticipated corporate event and conversion (“the “Notice”) to the trustee and The Depository Trust Company, the sole registered holder (though Cede & Co.), of its 2.625% senior convertible notes due 2041. | d338581d8k.htm |
| 2012-04-18 | 8-K | 2012-04-18 | 2.02 Results of Operations and Financial Condition | 2.02 On April 18, 2012, Novellus Systems, Inc. (the “Company”) announced via press release the Company’s results for its first quarter ended March 31, 2012. | d336549d8k.htm |
| 2012-02-02 | 8-K | 2012-02-02 | 2.02 Results of Operations and Financial Condition | 2.02 On February 2, 2012, Novellus Systems, Inc. (the “Company”) announced via press release the Company’s results for its fourth quarter and year ended December 31, 2011. | d293156d8k.htm |