UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 15, 2015
FORMFACTOR, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-50307 | 13-3711155 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
7005 Southfront Road Livermore, CA | 94551 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (925) 290-4000
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. below):
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 8.01. Other Events
On April 16, 2015, FormFactor, Inc. (“FormFactor”) issued a press release announcing the company’s adoption of a stock buy-back program and the increase of the board size to 7 directors. A copy of the press release is furnished as Exhibit 99.01 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
99.01 | Press release dated April 16, 2015 | |
The information in this 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, including 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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SIGNATURES
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.
FORMFACTOR, INC. | |||||
Date: | April 16, 2015 | By: | /s/ Stuart L. Merkadeau | ||
Name: | Stuart L. Merkadeau | ||||
Title: | Senior Vice President, General Counsel and Secretary | ||||
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EXHIBIT INDEX
Exhibit Number | Description | |
99.01 | Press release dated April 16, 2015 | |
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Exhibit 99.01
News Release
Investor Contact:
Stan Finkelstein
Investor Relations
(925) 290-4321
ir@formfactor.com
FormFactor, Inc. Increases Board Size to 7 Directors and Adopts Stock Buy-Back Program
LIVERMORE, Calif. — April 16, 2015 —FormFactor, Inc. (Nasdaq: FORM) today announced its Board of Directors has voted to increase the number of directors from six to seven and initiated a search for an additional independent director. The Board intends to place particular emphasis on identifying candidates who will add to the diversity of backgrounds and skills represented on the Board.
“FormFactor’s Board of Directors recognizes the importance of director independence and the value of director diversity,” said Tom St. Dennis, Executive Chairman of the Board. “Adding an additional independent board member will strengthen the Board’s ability to support FormFactor’s continued growth and enhance our corporate governance on behalf of our shareholders.”
The company also announced the Board authorized the repurchase of up to $25 million worth of common stock. Under the authorized stock repurchase program, the company may repurchase shares from time to time on the open market. The stock repurchase authorization expires in 12 months and the program may be modified or discontinued at any time.
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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 anticipated results, market conditions or trends, expectations and operating plans. 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: including our ability to consummate repurchases under the share repurchase program due to changes in our stock price, corporate or other market conditions. 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 27, 2014, as filed with the SEC, and subsequent SEC filings. Copies of the company’s SEC filings are available at http://investors.formfactor.com/sec.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.
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