- Current report filing (8-K)
June 07 2010 - 4:56PM
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):
June 1, 2010
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
Arrangement of Certain Officers.
On June 1, 2010,
Jean Vernet, former Chief Financial Officer of FormFactor, Inc., entered
into a separation agreement with the company in connection with his resignation
as Chief Financial Officer on May 19, 2010. Under the agreement, Mr. Vernet is
entitled to receive a lump sum severance pay of $162,500, less required payroll
deductions and withholdings. In addition,
the vesting of 3,000 restricted stock units and 7,500 stock option awards has
been accelerated and Mr. Vernet will have nine months to exercise any
vested and unexpired outstanding stock options.
The company will also pay for monthly COBRA premiums for up to six
months. Mr. Vernet signed a general
release and waiver of claims in favor of the company, and continues to be bound
by the companys employment, confidential information and invention assignment
agreement.
On June 6, 2010,
Mario Ruscev, former Chief Executive Officer of FormFactor, Inc., entered
into a separation agreement with the company in connection with his resignation
as Chief Executive Officer on May 19, 2010. Under the agreement, which reflects the
severance entitlements in Dr. Ruscevs employment agreement dated
November 23, 2007, Dr. Ruscev will receive a lump sum severance
payment of $690,411, consisting of one year of his current base salary and a
prorata portion of his annual bonus, less required payroll deductions and
withholdings. In addition, the vesting
of 11,750 restricted stock units and 138,500 stock option awards has been
accelerated and Dr. Ruscev will have 12 months to exercise any vested and
unexpired outstanding stock options. The
company will also pay for monthly COBRA premiums for up to 12 months and will
provide reimbursement for reasonable relocation expenses. Dr. Ruscev signed a general release and
waiver of claims in favor of the company, and continues to be bound by the
companys employment, confidential information and invention assignment
agreement.
A copy of the separation
agreements for Mr. Vernet and Mr. Ruscev are attached as Exhibits
10.1 and 10.2, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
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Description
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10.1
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Separation Agreement and General Release, dated
June 1, 2010, between Jean Vernet and FormFactor, Inc.
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10.2
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Separation Agreement and General Release, dated
June 6, 2010, between Mario Ruscev and FormFactor, Inc.
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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:
June 7, 2010
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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
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Separation
Agreement and General Release, dated June 1, 2010, between Jean Vernet
and FormFactor, Inc.
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10.2
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Separation Agreement and General Release, dated
June 6, 2010, between Mario Ruscev and FormFactor, Inc.
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4
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