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):  November 12, 2007

 

 

FORMFACTOR, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware

 

 

(State or other jurisdiction of incorporation)

 

 

 

 

000-50307

 

13-3711155

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

7005 Southfront Road, Livermore, CA

94551

 

(Address of principal executive offices)

(Zip Code)

 

 

 

 

(925) 290-4000

 

 

(Registrant’s telephone number, including area code)

 

 

 

 

 

Not Applicable

 

 

(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.):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 5.02.          Appointment of Certain Officers.

 

On November 15, 2007, FormFactor, Inc. announced the appointment of Jorge L. Titinger as Senior Vice President, Product Business Group. Mr. Titinger joined the company effective November 12, 2007.

 

Mr. Titinger, age 46, previously served as Chief Manufacturing Officer and Executive Vice President of Global Operations of KLA-Tencor Corporation, a supplier of process control and yield management solutions for semiconductor and related microelectronics industries, from February 2006 to October 2007.  He also served as Chief Administrative Officer of KLA-Tencor from January 2005 to February 2006, Senior Vice President and General Manager of KLA-Tencor’s Global Support Services and Field Operations Group from July 2004 to December 2005, and Vice President and General Manager of KLA-Tencor’s TI and Central USA Field Business Unit from January 2003 to July 2004. Prior to joining KLA-Tencor, he held several executive positions at Applied Materials, Inc., a manufacturer of semiconductor wafer fabrication equipment from 1998 to December 2002, including Vice President of Global Operations. Prior to that, he was President/Chief Operating Officer at Insync Systems, Inc., and held executive positions at NeTpower, Inc., and MIPS Computer Systems, Inc./Silicon Graphics, Inc. Mr. Titinger received a B.S. in electrical engineering, a M.S. in electrical engineering, and a M.S. in engineering management from Stanford University.

 

As Senior Vice President, Product Business Group of FormFactor, Mr. Titinger will be paid an annual base salary of $350,000 and is eligible to receive a bonus under the company’s Key Employee Bonus Plan at a target rate of 110% of base salary pursuant to his letter agreement with FormFactor. He will also be paid a sign-on bonus of $200,000.

 

Mr. Titinger was also granted, as of November 12, 2007, a stock option under the company’s 2002 Equity Incentive Plan to purchase 100,000 shares of FormFactor common stock with an exercise price of $38.46 per share (the closing price of the company’s stock on the Nasdaq Global Market on November 12th) that vests over 4 years, with 25% vesting on November 12, 2008 and the remainder vesting in equal monthly installments over the following three years. Mr. Titinger was also granted, as of November 12, 2007, restricted stock units under the company’s 2002 Equity Incentive Plan that represent the right to receive 13,650 shares of FormFactor common stock upon vesting. The restricted stock units will vest in three equal installments on November 1 of each of 2008, 2009 and 2010. The stock option and the restricted stock units are subject to vesting acceleration upon the occurrence of certain change in control events.

 

Mr. Titinger has also entered into an indemnity agreement and a change of control severance agreement, the terms of which are identical in all material respects to the forms of these agreements that FormFactor has previously entered into with its executive officers.  The forms of these agreements and the company’s 2002 Equity Incentive Plan and Key Employee Bonus Plan are described in the company’s Proxy Statement for its 2007 Annual Meeting of Stockholders, which FormFactor filed with the Securities and Exchange Commission, and are exhibits to the Company’s Form 10-K/A for the fiscal year ended December 30, 2006.

 

FormFactor issued a press release regarding Mr. Titinger’s appointment, which is included as Exhibit 99.01 to this Form 8-K.

 

Item 9.01.                              Exhibits.

 

Exhibit

 

 

 

Number

 

Exhibit Title or Description

 

99.01

 

     Press release dated November 15, 2007.

 

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: November 16, 2007

FORMFACTOR, INC.

 

 

 

 

 

By:

 /s/ STUART L. MERKADEAU

 

 

Stuart L. Merkadeau

 

 

Senior Vice President,

 

 

General Counsel and Secretary

 

 

3



 

EXHIBIT INDEX

 

Exhibit

 

 

 

Number

 

Exhibit Title or Description

 

99.01

 

     Press release dated November 15, 2007.

 

 

4


EXHIBIT 99.01

 

Investor Contact:

 

Trade Press Contact:

FormFactor, Inc.

 

David Viera

Investor Relations

 

Director of Corporate Communications

(925) 290-4949

 

(925) 290-4681

ir@formfactor.com

 

dviera@formfactor.com

 

 

 

FormFactor Hires Industry Veteran Jorge Titinger to Head Product Business Groups,
 Marketing and Global Applications Organizations

 

LIVERMORE, Calif. — November 15, 2007 — FormFactor, Inc. (Nasdaq: FORM) today announced that it has hired Jorge Titinger, a 20-plus-year industry veteran, as senior vice president of the Product Business Group.  Reporting directly to FormFactor’s CEO, Igor Khandros, Titinger—a former chief manufacturing officer and executive vice president of global operations for KLA-Tencor—will head FormFactor’s Product Business Units and the worldwide marketing organization, as well as oversee the company’s product applications and service groups.

 

“FormFactor's mission critical products play a key role in our customers' test roadmaps and we are strengthening our team to meet our customers’ ever-increasing requirements,” stated FormFactor’s CEO, Igor Khandros. “Jorge’s extensive management and industry experience will help us refine our operational focus and ensure excellent execution as we bring new products to market.  His background in global operations will also be an asset as we expand our resources to bring us closer to our customers.”

 

Titinger joins FormFactor from KLA-Tencor, where he held several senior management roles during his five years at the company.  These included: senior vice president and general manager of the global support services and field operations group; chief administrative officer; and, most recently, chief manufacturing officer and executive vice president of global operations.  Before KLA-Tencor, Titinger spent more than four years at Applied Materials, where he served in various management positions, including vice president of global operations for both Silicon Business Sector (SBS) Products and for the Dielectric Systems and Modules Product Business Group.

 

Prior to Applied Materials, Titinger was president and chief operating officer of Insync Systems, a gas delivery systems manufacturer, for four years.  He also co-founded and served as vice president of operations at NeTpower, a high-performance computer workstations and servers manufacturer.  Other companies he worked for include MIPS Computer Systems/Silicon Graphics and Hewlett-Packard.  Titinger holds both a bachelor’s and a master’s degree in electrical engineering, and a master’s degree in engineering management, from Stanford University in Palo Alto, Calif.

 



 

Forward-Looking Statements

Statements in this press release that are not strictly historical in nature are forward-looking statements within the meaning of the federal securities laws, including statements regarding our business, products and solutions, product development and future growth. These forward-looking statements are based on current information and expectations that are inherently subject to change and involve a number of risks and uncertainties. Actual events or results might differ materially from those in any forward-looking statement due to various factors, including, but not limited to: the company’s ability to grow and offer a larger and more diverse array of wafer test solutions for the semiconductor industry; the company’s preparedness to bring new products to market that lower its customers’ cost of test and enable their test technology roadmaps; and the company’s ability to continue to expand its resources to bring it closer to its customers in order to help them better leverage the value of the company’s advanced wafer probe solutions. Additional information concerning factors that could cause actual events or results to differ materially and adversely from those in any forward-looking statement is contained in the company’s filings with the Securities and Exchange Commission, including the company’s Form 10-K/A for the fiscal period ended December 30, 2006, Form 10-Q for the quarterly period ended September 29, 2007 and subsequent SEC filings. Copies of the company’s SEC filings are available at http://investors.formfactor.com/edgar.cfm. The company assumes no obligation to update the information in this press release, to revise any forward-looking statements or to update the reasons actual results could differ materially and adversely from those anticipated in forward-looking statements.

 

 

About FormFactor

Founded in 1993, FormFactor, Inc. (Nasdaq: FORM) is the leader in advanced wafer probe cards, which are used by semiconductor manufacturers to electrically test ICs.  The company’s wafer sort, burn-in and device performance testing products move IC testing upstream from post-packaging to the wafer level, enabling semiconductor manufacturers to lower their overall production costs, improve yields, and bring next-generation devices to market.  FormFactor is headquartered in Livermore, California with operations in Europe, Asia and North America.  For more information, visit the company’s web site at www.formfactor.com.

 

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FormFactor is a registered trademark of FormFactor, Inc.  All other product, trademark, company or service names mentioned herein are the property of their respective owners.