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): March 17, 2020
(Exact Name of Registrant as Specified in Charter)
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| (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):
Securities registered pursuant to Section12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01. Regulated FD Disclosure.
On March 17, 2020, FormFactor, Inc. (“FormFactor”) issued a press release withdrawing its first fiscal quarter 2020 financial outlook that was communicated on February 5, 2020. 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.
The following exhibit is filed herewith and this list is intended to constitute the exhibit index.
| Exhibit Number | Description | ||||||||||
| Press release dated March 17, 2020 | |||||||||||
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.
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.
FORMFACTOR, INC. | ||||||||||||||
| Date: | March 18, 2020 | By: | /s/ SHAI SHAHAR | |||||||||||
| Name: | Shai Shahar | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||
EXHIBIT 99.01
FormFactor Provides Business Update for the Fiscal Quarter Ending March 28, 2020
Shelter-in-Place Orders Impacting Production in Livermore and San Jose Facilities
LIVERMORE, CA – (Globe Newswire – March 17, 2020) –FormFactor, Inc. (NASDAQ:FORM) is providing the following business update:
On March 16, 2020, multiple Bay Area counties in California issued “shelter-in-place” orders (“Orders”). We are complying with the Orders by temporarily ceasing on-site manufacturing at our Livermore and San Jose facilities effective March 17, 2020. This will impact the Company’s manufacturing of certain products, and therefore may impact our ability to meet our fiscal first quarter 2020 financial outlook as previously communicated. We are also closely monitoring impacts to our supply chain which may result from these Orders and other developments globally. Our first quarter 2020 financial outlook was communicated on February 5, 2020 based upon information available as of that time. As a result of the disruption and uncertainty following the Orders, the Company is withdrawing its fiscal first quarter 2020 financial outlook.
Our top priority remains the health and safety of our employees, partners and communities. We intend to provide additional information in the context of this rapidly evolving situation as part of our next earnings call or before.
Forward-looking Statements:
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the federal securities laws, including with respect to the Company’s future financial and operating results, the Company’s plans, strategies and objectives for future operations. Some factors that may affect these forward-looking statements include: public health requirements in response to the outbreak of COVID-19 and impact thereof on our business and operations is evolving and beyond our control; changes to business, political or regulatory conditions affecting the consumer electronics industry, the semiconductor industry and the overall global economy; and the actions of our customers and competitors which may be inconsistent with our expectations. Forward-looking statements are based on management’s current expectations and beliefs as of the date hereof, and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking statements may contain words such as “intend,” “may,” “might,” “will,” “expect,” “plan,”
“anticipate,” and “continue,” the negative or plural of these words and similar expressions, and include the assumptions that underlie such statements. Other risk factors that may affect our forward-looking standards are set forth in the Company’s most current annual report on Form 10-K, quarterly reports on Form 10-Q and other filings by the Company with the U.S. Securities and Exchange Commission. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of the Company. Unless required by law, the Company is under no obligation (and expressly disclaims any such obligation) to update or revise its forward-looking statements whether as a result of new information, future events, or otherwise.
Source: FormFactor, Inc.
FORM-F
Investor Contact:
Stan Finkelstein
Investor Relations
(925) 290-4321
ir@formfactor.com