Form 8-K/A - Current report: [Amend]

TTM TECHNOLOGIES, INC.

/s/ Daniel J. Weber

Date: June 10, 2024

Daniel J. Weber

Executive Vice President, Chief Legal Officer & Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 8, 2024

TTM TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware

000-31285

91-1033443

(State of

Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


200 East Sandpointe, Suite 400, Santa Ana, CA		92707
(Address of principal executive offices)		(Zip Code)

(714) 327-3000

Registrant’s telephone number, including area code

N/A

(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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock

TTMI

Nasdaq Global Select Market

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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”) is being filed as a supplement to the Current Report on Form 8-K filed by TTM Technologies, Inc. (the “Company”) on May 10, 2024 (the “Original Report”). The Original Report was filed, among other things, to report the filing of the Company’s Amended and Restated Certificate of Incorporation (the “A&R Charter”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”). This Amendment amends the Original Report solely to update the disclosure regarding the A&R Charter, and to disclose that the Company has filed a certificate of correction to the A&R Charter to correct certain defects contained in the A&R Charter.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 10, 2024, the Company filed with the Delaware Secretary of State a Certificate of Correction (the “Certificate of Correction”) to the A&R Charter to correct an inadvertent error in the number of shares of common stock (the “Common Stock”) that the Company is authorized to issue and the total number of shares the Company is authorized to issue by modifying Article IV, Subsection 1 of the A&R Charter to correctly state that the number of authorized shares of Common Stock is three hundred million (300,000,000) shares and the total number of shares the Company is authorized to issue is three hundred fifteen million (315,000,000) shares.

The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction, a copy of which is attached hereto as Exhibit 3.3 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits


Exhibit Number		Description

3.3		Certificate of Correction of the Amended and Restated Certificate of Incorporation, filed June 10, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Exhibit 3.3

TTM TECHNOLOGIES, INC.

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

OF THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

TTM Technologies, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

1. The name of the Corporation is TTM Technologies, Inc.

2. An Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 8, 2024 (the “A&R Certificate of Incorporation”), and such A&R Certificate of Incorporation requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said A&R Certificate of Incorporation is a scrivener’s error in Article IV, Subsection 1, whereby the number of shares of common stock, par value $0.001 per share, that the Corporation is authorized to issue was stated as two hundred million (200,000,000) shares and the total number of shares that the Corporation is authorized to issue was stated as two hundred fifteen million (215,000,000) shares.

4. Article IV, Subsection 1 of the A&R Certificate of Incorporation is corrected to read as follows:

“1. Authorized Stock. The Corporation shall have authority to issue a total of three hundred fifteen million (315,000,000) shares, consisting of (i) three hundred million (300,000,000) shares of common stock, $0.001 par value per share (the “Common Stock”), and (ii) fifteen million (15,000,000) shares of preferred stock, $0.001 par value per share (the “Preferred Stock”).”

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed by a duly authorized officer this 10^th day of June, 2024.


TTM TECHNOLOGIES, INC.

By:		/s/ Thomas T. Edman
Name: Thomas T. Edman
Title: Chief Executive Officer, President and Director

Document and Entity Information	May 08, 2024
Cover [Abstract]
Entity Registrant Name	TTM TECHNOLOGIES INC
Amendment Flag	true
Entity Central Index Key	0001116942
Current Fiscal Year End Date	--01-01
Document Type	8-K/A
Document Period End Date	May 08, 2024
Entity Incorporation State Country Code	DE
Entity File Number	000-31285
Entity Tax Identification Number	91-1033443
Entity Address, Address Line One	200 East Sandpointe
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Santa Ana
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92707
City Area Code	(714)
Local Phone Number	327-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	TTMI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Description	This Current Report on Form 8-K/A (this “Amendment”) is being filed as a supplement to the Current Report on Form 8-K filed by TTM Technologies, Inc. (the “Company”) on May 10, 2024 (the “Original Report”). The Original Report was filed, among other things, to report the filing of the Company’s Amended and Restated Certificate of Incorporation (the “A&R Charter”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”). This Amendment amends the Original Report solely to update the disclosure regarding the A&R Charter, and to disclose that the Company has filed a certificate of correction to the A&R Charter to correct certain defects contained in the A&R Charter.