As filed with the Securities and Exchange Commission on August 5, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FORMFACTOR, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 13-3711155 | |||||||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
7005 Southfront Road
Livermore, California 94551
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 2012 Equity Incentive Plan
(Full Title of the Plan)
Alan Chan
Senior Vice President, Chief Legal Officer and Corporate Secretary
FormFactor, Inc.
7005 Southfront Road
Livermore, California 94551
(Name and Address of Agent for Service)
(925) 290-4000
(Telephone Number, including Area Code, of Agent for Service)
Copy to:
William L. Hughes
Orrick, Herrington & Sutcliffe LLP
405 Howard Steet
San Francisco, California 94105
(415) 773-5700
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E on Form S-8, this Registration Statement is being filed for the purpose of registering an additional 2,200,000 shares of common stock of FormFactor, Inc. (the “Registrant”) issuable pursuant to the Registrant’s Amended and Restated 2012 Equity Incentive Plan. These additional shares of common stock are securities of the same class and relate to the same employee benefit plan (as amended from time to time) as other securities for which registration statements on Form S-8 have been filed with the Securities and Exchange Commission (the “Commission”) on August 3, 2022 (File No. 333-266500), June 23, 2020 (File No. 333-239388), August 2, 2019 (File No. 333-232990), January 16, 2018 (File No. 333-222551), May 7, 2014 (File No. 333-195744), May 6, 2013 (File No. 333-188363), February 21, 2012 (File No. 333-179589), February 17, 2011 (File No. 333-172318), February 24, 2010 (File No. 333-165058), February 27, 2009 (File No. 333-157610), February 27, 2008 (File No. 333-149411), December 20, 2007 (File No. 333-148198), December 1, 2006 (File No. 333-139074), June 17, 2005 (File No. 333-125918), May 4, 2004 (File No. 333-115137) and June 12, 2003 (File No. 333-106043), the contents of which are hereby incorporated by reference. These additional shares of common stock have become reserved for issuance as a result of the amendment and restatement of the Registrant’s Amended and Restated 2012 Equity Incentive Plan effective as of May 16, 2025.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Commission under the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024, filed with the Commission on February 21, 2025 , which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant document referred to in (a) above (other than the portions of these reports not deemed to be filed); and
(c) The description of the Registrant’s Common Stock which is contained in Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020 filed with the Commission on February 22, 2021, and including any amendments or reports filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| Exhibit Number | Description | ||||
| 23.1 | Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1). | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Livermore, State of California, on this 5th day of August, 2025.
| FormFactor, Inc. | ||||||||||||||
| By: | /s/ Alan Chan | |||||||||||||
| Alan Chan | ||||||||||||||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | ||||||||||||||
POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Shai Shahar and Alan Chan and each of them, his/her true and lawful attorneys-in-fact and agents with full power of substitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes to this Registration Statement as such attorneys-in-fact and agents so acting deem appropriate, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done with respect to this Registration Statement, including amendments, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his/her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||
| Principal Executive Officer: | ||||||||
/s/ Michael D. Slessor | President, Chief Executive Officer and Director | August 5, 2025 | ||||||
| Michael D. Slessor | ||||||||
| Principal Financial Officer and Principal Accounting Officer: | ||||||||
/s/ Shai Shahar | Chief Financial Officer | August 5, 2025 | ||||||
| Shai Shahar | ||||||||
/s/ Thomas St. Dennis | Director | August 5, 2025 | ||||||
| Thomas St. Dennis | ||||||||
/s/ Kevin Brewer | Director | August 5, 2025 | ||||||
| Kevin Brewer | ||||||||
/s/ Rebeca Obregon Jimenez | Director | August 5, 2025 | ||||||
| Rebeca Obregon Jimenez | ||||||||
/s/ Sheri Rhodes | Director | August 5, 2025 | ||||||
| Sheri Rhodes | ||||||||
/s/ Kelley Steven-Waiss | Director | August 5, 2025 | ||||||
| Kelley Steven-Waiss | ||||||||
/s/ Jorge Titinger | Director | August 5, 2025 | ||||||
| Jorge Titinger | ||||||||
/s/ Brian White | Director | August 5, 2025 | ||||||
| Brian White | ||||||||
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||
| $ | $ | $ | |||||||||||||||||||||
Total Offering Amounts | $ | $ | |||||||||||||||||||||
Total Fee Offsets | |||||||||||||||||||||||
Net Fee Due | $ | ||||||||||||||||||||||
Offering Note
Note 1.A.: Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Registration Statement on Form S-8 to which this exhibit relates shall also cover any additional shares of the common stock, $0.001 par value (“Common Stock”), of FormFactor, Inc. that become issuable under in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.
Note 1.B.: The Amount Registered represents 2,200,000 additional shares of Common Stock reserved for future issuance under the FormFactor, Inc. Amended and Restated 2012 Equity Incentive Plan.
Note 1.C.: The Proposed Maximum Offering Price Per Unit and the Maximum Aggregate Offering Price have been estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, on the basis of the average of the high and low prices of the Common Stock as reported on The Nasdaq Stock Market LLC on July 31, 2025.
Exhibit 5.1
 | ||
Orrick, Herrington & Sutcliffe LLP THE ORRICK BUILDING 405 HOWARD STREET SAN FRANCISCO, CA 94105-2669 +1-415-773-5700 orrick.com | ||
August 5, 2025
FormFactor, Inc.
7005 Southfront Road
Livermore, California 94551
| Re: | Registration Statement on Form S-8 | ||||
Ladies and Gentlemen:
We have acted as counsel for FormFactor, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s registration statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of an additional 2,200,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), reserved for issuance pursuant to the Company’s Amended and Restated 2012 Equity Incentive Plan, which amended and restated the Company’s Amended and Restated 2012 Equity Incentive Plan, effective as of May 16, 2025 (as amended and restated, the “Plan,” and the shares of Common Stock to be issued thereunder, the “Shares”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Company’s Restated Certificate of Incorporation, (ii) the Company’s Amended and Restated By-laws, (iii) the Plan, and (iv) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary or appropriate as a basis for the opinion set forth below.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
| ||
August 5, 2025
Page 2
Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the corporate laws of the State of Delaware and the federal laws of the United States of America, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdictions.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
Exhibit 23.2
 | |||||
KPMG LLP Suite 3800 1300 South West Fifth Avenue Portland, OR 97201 | |||||
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated February 21, 2025, with respect to the consolidated financial statements of FormFactor, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG, LLP
Portland, Oregon
August 5, 2025
August 5, 2025