Formfactor Inc - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
September 03 2008 - 5:20PM
Edgar (US Regulatory)
UNITED
STATES
|
SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
|
SCHEDULE 14A
|
|
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
|
|
Filed by the Registrant
x
|
|
Filed by a Party other than the
Registrant
o
|
|
Check the appropriate box:
|
o
|
Preliminary Proxy Statement
|
o
|
Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
o
|
Definitive Proxy Statement
|
x
|
Definitive Additional Materials
|
o
|
Soliciting Material Pursuant to
§240.14a-12
|
|
FORMFACTOR,
INC.
|
(Name
of Registrant as Specified In Its Charter)
|
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|
Payment of Filing Fee (Check the
appropriate box):
|
x
|
No fee required.
|
o
|
Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to
which transaction applies:
|
|
|
|
|
(2)
|
Aggregate number of securities to
which transaction applies:
|
|
|
|
|
(3)
|
Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of
transaction:
|
|
|
|
|
(5)
|
Total fee paid:
|
|
|
|
o
|
Fee paid previously with preliminary
materials.
|
o
|
Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
(2)
|
Form, Schedule or Registration
Statement No.:
|
|
|
|
|
(3)
|
Filing Party:
|
|
|
|
|
(4)
|
Date Filed:
|
|
|
|
|
|
|
|
To: FormFactor Employees
From: Mario Ruscev
Date: September 3, 2008
Subject: Equity Program Option Exchange
I am pleased to share with you
that the FormFactor Board of Directors has approved our holding a special
stockholders meeting to vote on a stock option exchange program. The option exchange program, if approved,
will allow employees to exchange certain out-of-the-money (or underwater)
stock options for either new stock options or restricted stock units
(RSUs). We are planning to hold the
special stockholders meeting in early October and, if our exchange program
proposal passes, we will then conduct a tender offer to allow employees to
exchange their old, underwater options.
Under our proposal, all
FormFactor employees holding stock options with an option price at $30.00 or
above will be able to exchange these options for either new options (at a
current market price) or RSUs. These
will not be one-for-one exchanges, but will be value-for-value based upon the
exercise price of the original option, the Nasdaq market price of our stock
when we launch the exchange program, and whether you choose to receive new
stock options or RSUs. The exercise
price of any new options granted will be the stock price on the close of
trading on the day after the exchange is completed, which we anticipate will be
in early November. A new vesting
schedule will begin for the new options or RSUs, but will take your previous
vesting into consideration.
We expect our proxy materials,
which provide more details regarding the proposed exchange program, will be
sent to stockholders within the next two weeks and, as many of you are
stockholders, you will also receive these materials.
If we receive stockholder
approval for our exchange program, we will provide all eligible employees with
the specific tender offer details, as the program will be regulated and subject
to specific rules. We will also schedule
a number of employee meetings where we will address the exchange program and
answer questions. Participation in the
option exchange program will be completely voluntary, as will your choice to
select new stock options or RSUs in exchange for your original options having a
higher exercise price.
Although I can give no
guarantees, the executive management team and I are committed to making
FormFactor a company that will experience continued success and growth. We view this program as an additional
opportunity to share in those future successes.
Mario Ruscev
Chief Executive Officer
The tender
offer described in this communication has not yet commenced. Persons who are
eligible to participate in the tender offer should read the Tender Offer
Statement on Schedule TO and other related materials when those materials
become available because they will contain important information about the
tender offer. FormFactor will file the Tender Offer Statement on Schedule TO
with the Securities and Exchange Commission (SEC) upon the commencement of the
tender offer. FormFactor stockholders and option holders will be able to obtain
these written materials and other documents filed by FormFactor with the SEC
free of charge from the SECs website at www.sec.gov.
In
connection with the proposal to be voted on by stockholders discussed in this
communication, FormFactor is filing relevant materials with the SEC, including
a proxy statement. Investors and security holders of FormFactor are urged to
read such materials because they will contain important information about the
proposal to be voted on by stockholders referenced in this communication. The
proxy statement and other relevant materials (when they become available), and
any other documents filed by FormFactor
1
with the
SEC, may be obtained free of charge at the SECs web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the
documents filed with the SEC by FormFactor by directing a written request to:
FormFactor, Inc., 7005 Southfront Road, Livermore, CA 94551, Attention:
Investor Relations Department. Investors and security holders are urged to read
the proxy statement and the other relevant materials when they become available
before making any voting decision with respect to the tender offer described in
this notice.
2
FormFactor (NASDAQ:FORM)
Historical Stock Chart
From May 2024 to Jun 2024
FormFactor (NASDAQ:FORM)
Historical Stock Chart
From Jun 2023 to Jun 2024