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): October 26, 2010

FormFactor, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (925) 290-4000

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:

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 2.02                                           Results of Operations and Financial Condition.

On October 26, 2010, FormFactor, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 25, 2010.  A copy of the press release is furnished as Exhibit 99.01 to this report and is incorporated herein by reference.

Item 8.01                                           Other Items.

On October 20, 2010, the Company announced that the board of directors approved a stock repurchase plan.  The board approved up to $50 million to repurchase shares of the Company’s outstanding common stock during the period terminating October 20, 2011.

Item 9.01                                           Financial Statements and Exhibits.

(d) Exhibits

The information in this current report and the accompanying exhibit shall not be incorporated by reference into any filing of FormFactor with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. The information in this report and the accompanying exhibit shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

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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.

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EXHIBIT INDEX

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Exhibit 99.01

News Release

FormFactor, Inc. Reports Third Quarter Results

LIVERMORE, Calif. — October 26, 2010 — FormFactor, Inc. (Nasdaq: FORM) today announced its financial results for the third quarter of fiscal 2010, that ended on September 25, 2010. Quarterly revenues were $47.3 million, down 18% from $57.6 million in the second quarter of fiscal 2010, and up 8% from $43.8 million in the third quarter of fiscal 2009.

On a GAAP basis net loss for the third quarter of fiscal 2010 was $95.8 million or $(1.90) per fully-diluted share, compared to a net loss for the second quarter of fiscal 2010 of $33.9 million or $(0.68) per fully-diluted share and a net loss for the third quarter of fiscal 2009 of $23.9 million or $(0.48) per fully-diluted share. The third quarter of fiscal 2010 results include aggregated impairment charges of $55.4 million, or ($1.10) per fully diluted share, of which $3.4 million relates to impairments of certain long-lived assets and assets held for sale.  The remaining $52.0 million results from an enterprise-wide impairment of our long lived assets recorded in accordance with ASC 360, Property, Plant and Equipment.  A pre-tax restructuring charge of $8.5 million, or $(0.17) per fully diluted share, was also recorded in the third quarter of 2010 primarily related to employee termination benefits and costs of long-lived assets abandoned or impaired attributable to our decision to cease the transfer of manufacturing operations to Singapore.

On a Non-GAAP basis, net loss for the third quarter of fiscal 2010 was $27.7 million or $(0.55) per fully-diluted share, compared to a net loss for the second quarter of fiscal 2010 of $26.5 million or $(0.53) per fully-diluted share and a net loss for the third quarter of fiscal 2009 of $18.8 million or $(0.38) per fully-diluted share.

“We are making solid progress on qualifications of our Matrix platform at all major memory customers,” said Tom St. Dennis, CEO of FormFactor.  “We are starting to see good adoption of the Matrix product and robust repeat orders. We remain focused on expense management, and we continue to make progress on our goal to bring our manufacturing structure and operating expenses in line with revenues.”

In other matters, the Board of Directors has authorized the repurchase of up to $50 million dollars worth of common stock. Under the authorized stock repurchase program, the company may repurchase shares from time to time on the open market; the pace of repurchase activity will depend on levels of cash generation, current stock price, and other factors. The stock repurchase authorization expires in 12 months and the program may be modified or discontinued at any time.

The company has posted its revenue breakdown by region and market segment on the Investors section of its website at www.formfactor.com. FormFactor will conduct a conference call at 1:30 p.m. PDT, or 4:30 p.m. EDT, today. The public is invited to listen to a live web cast of FormFactor’s conference call on the Investors section of the company’s website at

www.formfactor.com. An audio replay of the conference call will also be made available approximately two hours after the conclusion of the call. The audio replay will remain available until October 28th, 2010 at 9:00 p.m. PDT, and can be accessed by dialing (800) 642-1687 (domestic) or (706) 645-9291 (international) and entering confirmation code 16405944.

Non-GAAP Financial Measures:

This press release highlights the company’s financial results on both a GAAP and a non-GAAP basis. The GAAP results include certain charges that are excluded from non-GAAP results. By publishing the non-GAAP measures, management intends to provide investors with additional information to further analyze the company’s performance, core results and underlying trends. FormFactor’s management evaluates results and makes operating decisions using both GAAP and non-GAAP measures included in this press release. Non-GAAP results are not prepared in accordance with GAAP, and non-GAAP information should be considered a supplement to, and not a substitute for, financial statements prepared in accordance with GAAP. Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures to their most directly comparable GAAP measures attached to this press release.

About FormFactor:

Founded in 1993, FormFactor, Inc. (Nasdaq: FORM) is a leader in advanced wafer probe cards, which are used by semiconductor manufacturers to electrically test integrated circuits, or 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 website at www.formfactor.com.

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

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 business momentum, demand for our products 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: changes in the market environment, including the demand for DRAM and Flash memory devices and certain other semiconductor devices, the company’s ability to complete qualification of its Matrix platform products at major memory customers; the rate at which semiconductor manufacturers adopt the company’s Matrix platform products and request repeat orders; the company’s ability to manage expenses and bring its manufacturing structure and operating expenses in line with revenues; and the scope and extent to which the company repurchases any stock under its authorizes stock repurchase program.  Additional information concerning factors that could cause actual events or results to differ materially from those in any forward-looking statement is contained in the company’s Form 10-K for the fiscal year ended December 26, 2009, as filed with the Securities and Exchange Commission (“SEC”), 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 from those anticipated in forward-looking statements.

FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

* Certain amounts were reclassified from Cost of Revenue to Impairment Charges for Q2’10 and Q3’09.

**  There was no related income tax impact to stock-based compensation and restructuring charges in the third quarter of fiscal 2010 as a result of the valuation allowance recorded.

FORMFACTOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)