UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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)
April 30,
2008
VERIGY
LTD.
(Exact name of registrant
as specified in its charter)
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Singapore
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000-52038
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N/A
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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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Verigy
Ltd.
No. 1
Yishun Ave. 7
Singapore 768923
(Address of principal
executive offices, including zip code)
+65
6755-2033
(Registrant’s telephone
number, including area code)
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):
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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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
(c)
On June 2, 2008, Verigy Ltd. issued a press
release announcing that on April 30, 2008, the Company appointed Jorge
Luis Titinger as the Company’s Chief Operating Officer, effective June 9,
2008. Mr. Titinger most recently
served as Senior Vice President of FormFactor, Inc.’s Product Business
Group, from November 2007 through June 8, 2008. Mr. Titinger
previously served as Chief Manufacturing Officer and Executive Vice President
of Global Operations of KLA-Tencor Corporation, a supplier of process control
and yield management solutions for semiconductor and related microelectronics
industries from February 2006 to October 2007. He also served as
Chief Administrative Officer of KLA-Tencor from January 2005 to February 2006,
Senior Vice President and General Manager of KLA-Tencor’s Global Support
Services and Field Operations Group from July 2004 to December 2005,
and Vice President and General Manager of KLA-Tencor’s TI and Central USA Field
Business Unit from January 2003 to July 2004. Mr. Titinger holds a B.S. and M.S. in
Electrical Engineering, and an M.S. in Engineering Management from Stanford University.
A copy of Verigy’s press release is attached hereto as Exhibit 99.1.
In connection with his
appointment, Mr. Titinger and Verigy entered into an Offer Letter
Agreement, dated April 30, 2008. Pursuant
to the Offer Letter Agreement, Verigy will pay Mr. Titinger a monthly base
salary of $29,167 (equivalent to $350,000 per
annum). On June 4, 2008, and
pursuant to the terms of the Offer Letter Agreement, the Compensation Committee
approved the following equity awards as of June 9, 2008:
1.
a nonqualified stock option grant
exercisable for 112,500 ordinary shares.
The option is divided into four tranches, each representing ¼ of the
total shares covered by the option. The
exercise price of the first tranche will be the fair market value of Verigy’s
ordinary shares on June 9, 2008.
The exercise prices of the second, third and fourth tranches will be the
fair market value of Verigy’s ordinary shares on the third trading day
following the announcement of the Company’s quarterly financial results for the
fiscal quarters ending July 30, 2008, October 31, 2008, and January 31,
2009, respectively. The option grant
will vest as to 25% of the shares in each tranche on June 13, 2009. Thereafter, the option will vest as to 6.25%
of the shares in each tranche in twelve equal quarterly installments, with the
first installment vesting on September 13, 2009;
2.
a restricted share award covering 45,000 ordinary
shares, 25% of which will vest on June 13, 2009 and 6.25% of which will
vest quarterly thereafter over three years; and
3.
a restricted share award covering 7,500 ordinary
shares, 50% of which will vest on June 13, 2009 and 50% of which will vest
on June 13, 2010.
The Offer Letter
Agreement between Mr. Titinger and Verigy is attached to this Current
Report on Form 8-K as Exhibit 99.2 and is incorporated herein by
reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished herewith:
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Exhibit
Number
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Description
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99.1
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Text of press release issued by Verigy Ltd. on June 2,
2008.
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99.2
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Offer Letter Agreement between Verigy Ltd. and Jorge
Titinger, dated April 30, 2008.
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2