UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): February 22, 2007
KLA-TENCOR CORPORATION
(Exact Name of Registrant
as Specified in Charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
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000-09992
(Commission File Number)
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04-2564110
(IRS Employer Identification No.) |
160 Rio Robles
San Jose, California 95134
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (408) 875-3000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On
February 22, 2007, KLA-Tencor Corporation (the “Company”) entered into a letter agreement (the
“Agreement”) with Merrill Lynch International
(“Merrill Lynch”) relating to an accelerated share repurchase under which the Company
will repurchase $750 million of the Company’s common stock
from Merrill Lynch. Under the
Agreement, the price at which the Company will repurchase shares will be determined based on a
discount to the volume-weighted average price of the Company’s common stock during a period
following execution of the Agreement. The exact number of shares repurchased will be determined
based on the volume-weighted average price of the Company’s common stock during the same period,
subject to a minimum that will be established in a similar manner following execution of the
Agreement.
Item 7.01. Regulation FD Disclosure.
On
February 22, 2007, KLA-Tencor issued a press release announcing the approval by its Board of
Directors of a $750 million accelerated share repurchase and an additional new 10 million share
repurchase program. Both the accelerated share repurchase and the new 10 million share repurchase
program are in addition to the existing 10 million share repurchase program authorized by the
Company’s Board of Directors in February 2005. Under the
existing repurchase program, approximately 6.5 million shares
have been repurchased to date and approximately 3.5 million
shares remain available for repurchase. The press release is attached hereto as Exhibit
99.1.
The information in Item 7.01 of this Form 8-K and the exhibit attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
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Description |
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99.1
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Text of press release issued by
KLA-Tencor Corporation dated February 22, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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KLA-TENCOR CORPORATION
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| Date: |
February
22, 2007 |
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By: |
/s/ Jeffrey L. Hall
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Name: |
Jeffrey L. Hall |
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Title: |
Chief Financial Officer |
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