SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
FORMFACTOR, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
346375 10 8
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(CUSIP Number)
12/25/2004
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1 (b)
|_| Rule 13d-1 (c)
|X| Rule 13d-1 (d)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 Pages
CUSIP No. 346375 10 8
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(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
KHANDROS, IGOR Y
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
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(3) SEC use only.
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(4) Citizenship or place of organization.
USA
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
-0-
(6) Shared voting power:
3,525,658 (1)
(7) Sole dispositive power:
-0-
(8) Shared dispositive power:
3,525,658 (1)
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(9) Aggregate amount beneficially owned by each reporting person.
3,525,658 (1)
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(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
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(11) Percent of class represented by amount in Row 9.
9.1%
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(12) Type of reporting person (see instructions).
IN
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(1) Represents (i) 2,225,658 shares held directly by Igor Khandros, of which
104,228 shares are issuable upon exercise of stock options that are
exercisable within 60 days of December 25,2004 and 100,000 are unvested
shares that are, as of December 25, 2004, subject to the Company's
lapsing right of repurchase at the initial purchase price for these
shares, and (ii) 1,300,000 shares held by Susan Bloch, Mr. Khandros'
spouse. Excludes 100,000 shares subject to a stock option granted to
Mr. Khandros, which is exercisable as it vests, that vests 1/12th of the
total number of shares each month starting on April 15, 2006, and 30,000
shares subject to a stock option granted to Mr. Khandros, which is
exercisable as it vests, that vests 1/12th of the total number of shares
each month starting on April 15, 2007. Also excludes 365,000 shares
held by The Khandros 1997 Trust I U/T/A dated March 28, 1997, and
365,000 shares held by The Khandros 1997 Trust II U/T/A dated March 28,
1997. The information disclosed in this footnote also applies to Items
4(a),(c)(ii) and (c)(iv) of this Schedule 13G/A.
Page 2 of 5 Pages
CUSIP No. 346375 10 8
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(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
BLOCH, SUSAN
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
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(3) SEC use only.
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(4) Citizenship or place of organization.
USA
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
-0-
(6) Shared voting power:
3,525,658 (1)
(7) Sole dispositive power:
-0-
(8) Shared dispositive power:
3,525,658 (1)
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(9) Aggregate amount beneficially owned by each reporting person.
3,525,658 (1)
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(10) Check if the aggregate amount in Row (9) excludes certain shares |_|
(see instructions).
--------------------------------------------------------------------------------
(11) Percent of class represented by amount in Row 9.
9.1%
--------------------------------------------------------------------------------
(12) Type of reporting person (see instructions).
IN
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(1) Represents (i) 2,225,658 shares held directly by Igor Khandros, of which
104,228 shares are issuable upon exercise of stock options that are
exercisable within 60 days of December 25,2004 and 100,000 are unvested
shares that are, as of December 25, 2004, subject to the Company's
lapsing right of repurchase at the initial purchase price for these
shares, and (ii) 1,300,000 shares held by Susan Bloch, Mr. Khandros'
spouse. Excludes 100,000 shares subject to a stock option granted to
Mr. Khandros, which is exercisable as it vests, that vests 1/12th of the
total number of shares each month starting on April 15, 2006, and 30,000
shares subject to a stock option granted to Mr. Khandros, which is
exercisable as it vests, that vests 1/12th of the total number of shares
each month starting on April 15, 2007. Also excludes 365,000 shares
held by The Khandros 1997 Trust I U/T/A dated March 28, 1997, and
365,000 shares held by The Khandros 1997 Trust II U/T/A dated March 28,
1997. The information disclosed in this footnote also applies to Items
4(a),(c)(ii) and (c)(iv) of this Schedule 13G/A.
Page 3 of 5 Pages
Item 1(a). Name of Issuer:
FORMFACTOR, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
7005 SouthFront Street
Livermore, CA 94551
Item 2(a). Name of Person Filing:
KHANDROS, IGOR Y
Item 2(b). Address or Principal Business Office or, If None, Residence:
c/o FormFactor, Inc.
7005 SouthFront Street
Livermore, CA 94551
Item 2(c). Citizenship:
USA
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP No.:
346375 10 8
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8).
(e) |_| An investment adviser in accordance with
ss. 240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
ss.240.13d- 1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) |_| Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box. |_|
Item 4. Ownership
(a) Amount beneficially owned:
3,525,658
(b) Percent of class:
9.1%
(c) Number of shares as to which such person has:
(i) Sole power to direct the vote
-0-
(ii) Shared power to direct the vote
3,525,658
(iii) Sole power to dispose or direct the disposition of
-0-
(iv) Shared power to dispose or direct the disposition of
3,525,658
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following |_|
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications
N/A
Page 4 of 5 Pages
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: 02/08/2005 /s/ Igor Y. Khandros
Name: Igor Y. Khandros
Date: 02/08/2005 /s/ Susan Bloch
Name: Susan Bloch
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incor porated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001). (Secs. 3(b), 13(d)(1), 13(d)(2),
13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901;
sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec.
2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119,
155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1),
78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR
18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148,
Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR
35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998]
Page 5 of 5 Pages
EXHIBIT A TO SCHEDULE 13G/A Joint Filing Agreement Each of the undersigned hereby agrees that they are filing the attached statement containing the information required by Schedule 13G jointly under Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, and that only one such statement needs to be filed with respect to the ownership by each of the undersigned of the securities of FormFactor, Inc. Dated: February 8, 2005 By:/s/ Igor Y. Khandros Igor Y. Khandros By:/s/ Susan Block Susan Bloch