Current Report Filing (8-k)
July 19 2019 - 6:03AM
Edgar (US Regulatory)
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)
July 17, 2019
AEHR TEST SYSTEMS
(Exact
name of registrant as specified in its charter)
California
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000-22893
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94-2424084
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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400 KATO TERRACE
FREMONT, CA 94539
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(Address
of principal executive offices, including zip code)
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510-623-9400
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report)
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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):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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).
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 13(a) of the Exchange Act.
☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock
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AEHR
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The
NASDAQ Capital Market
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Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d)
Effective as of
July 17, 2019, the board of directors (the “Board”) of
Aehr Test Systems (the “Company”) increased the size of
the Board by one director, from six to seven directors, and
appointed Laura Oliphant to the Board. Ms. Oliphant will serve as a
director with a term expiring at the Company’s 2019 Annual
Meeting of Shareholders. The Board did not appoint Ms. Oliphant to
serve on any of the committees of the Board immediately, but may do
so in the future.
Pursuant to the
Company’s outside director compensation policy, the terms of
which will be described in the Company’s proxy statement for
its 2019 Annual Meeting of Shareholders, Ms. Oliphant will receive
an annual retainer of $40,000, payable in quarterly installments of
$10,000, an initial stock option to purchase 15,000 shares of the
Company’s common stock (the “Common Stock”) on
the date of her appointment to the Board and a stock option to
purchase 10,000 shares of Common Stock upon her annual re-election
to the Board. Ms. Oliphant will also execute the Company’s
standard form of indemnification agreement.
There
are no arrangements or understandings between Ms. Oliphant and any
other person pursuant to which she was appointed as a director, nor
are there any transactions between Ms. Oliphant and the Company
that would be reportable under Item 404(a) of Regulation S-K
promulgated by the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure
On July
18, 2019, the Company issued a press release announcing the
appointment of Ms. Oliphant to the Board. A copy of the press
release is included as Exhibit 99.1.
This
information is intended to be furnished under Item 7.01 of Form 8-K
and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such a
filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
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Description
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Press
Release dated July 18, 2019.
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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.
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Aehr Test
Systems
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(Registrant)
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Date: July 18,
2019
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By:
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/s/ KENNETH B.
SPINK
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Kenneth B.
Spink
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Vice President of
Finance and
Chief Financial
Officer
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