Formfactor Inc - Current report filing (8-K)
May 28 2008 - 4:17PM
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):
May 21,
2008
FORMFACTOR, INC.
(Exact name of
registrant as specified in its charter)
Delaware
(State or other
jurisdiction of incorporation)
000-50307
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13-371155
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(Commission File
Number)
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(IRS Employer
Identification No.)
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7005
Southfront Road, Livermore, CA
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94551
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(Address
of principal executive offices)
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(Zip Code)
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(925) 290-4000
(Registrants
telephone number, including area code)
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:
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 5.02.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Approval of Material Terms under the 2002 Equity Incentive Plan with
respect to 162(m) of the Internal Revenue Code
At the Annual Meeting of Stockholders of FormFactor, Inc. (the Company)
held on May 22, 2008 (2008 Annual Meeting), the Companys stockholders
approved the following material terms under the Companys 2002 Equity Incentive
Plan (the EIP) with respect to 162(m) of the Internal Revenue Code:
The class of employees eligible for stock options, restricted stock and
restricted stock units, or Awards;
The annual Award limit of 1,000,000 shares any individual can receive
and 3,000,000 shares for a newly hired employee; and
The performance conditions for grants of performance-based restricted
stock and restricted stock units.
A more complete description of the terms of the EIP and the 162(m) material
terms approved by stockholders can be found in Proposal No. 3 Approval
of Material Terms Under FormFactors 2002 Equity Incentive Plan With Respect to
Section 162(m) of the Internal Revenue Code (pages 18 through
24) in the Companys definitive proxy statement dated April 10, 2008, and
filed with the U.S. Securities and Exchange Commission on April 10, 2008,
which description is incorporated by reference herein.
Changes to Outside Director Compensation
On May 21, 2008, the Compensation Committee of the Companys Board
of Directors (the Board) approved the amendment of the EIP to provide for new
annual grant amounts for new and re-elected non-employee directors. Instead of the automatic annual grant of
15,000 stock options to such directors, the EIP now provides that each year the
Board will decide whether non-employee directors receive stock options,
restricted stock units or restricted stock, and in what amounts.
On May 22, 2008, the Board, upon recommendation of the
Compensation Committee, approved modifications to the annual equity grant
arrangements for new and re-elected non-employee directors. Beginning with the 2008 Annual Meeting, each
new non-employee member of the Board shall be granted an initial award of 6,000
restricted stock units of the Company under the EIP on the date he or she is
appointed or elected to the Board.
Additionally, each re-elected non-employee member of the Board shall be
granted an annual award of 6,000 restricted stock units of the Company under
the EIP immediately following the Companys 2008 Annual Meeting. The initial and annual grants of restricted
stock units generally vest in equal monthly installments over one year, subject
to the members continued board service.
Restricted stock units will be settled in shares of the Company upon the
earlier of: (i) the date on which such restricted stock units are fully
vested, or (ii) the non-employee directors termination date. If either the date on which such restricted
stock units are fully vested or the non-employee directors termination date is
not a NASDAQ Global Market trading day during an open trading window under the
Companys Statement of Policy Regarding Insider Trading as then in effect (an Open
Trading Window), then the restricted stock units will be settled on the first
NASDAQ Global Market trading day falling within an Open Trading Window
thereafter.
2
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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FORMFACTOR,
INC.
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Dated:
May 28, 2008
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By:
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/s/ STUART L.
MERKADEAU
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Name:
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Stuart L.
Merkadeau
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Title:
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Senior Vice
President,
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General Counsel
and Secretary
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3
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