SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 22, 2017
KULICKE AND SOFFA INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
(Commission File Number)
23A Serangoon North Avenue 5, #01-01 K&S Corporate Headquarters, Singapore
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (215) 784-6000
(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 (see General Instruction A.2. below):
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))
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. [ ]
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 27, 2017, Kulicke & Soffa Industries, Inc. (the “Company”) announced that Jonathan H. Chou has stepped down as Executive Vice President, Chief Financial Officer and Principal Accounting Officer of the Company, effective immediately. Mr. Chou will remain with the Company until February 28, 2018, after which he will receive 18 months base salary and the other benefits applicable to a separation from service other than for “cause” pursuant to the Company’s Executive Severance Pay Plan. In addition, in accordance with the grant of 100,000 restricted share units (“RSUs”) to Mr. Chou on October 6, 2015, all of the remaining unvested RSUs (68,889 shares) from such grant will vest as per the terms of the grant award agreement.
Lester A. Wong has assumed the role of interim Chief Financial Officer and interim Principal Accounting Officer. Mr. Wong has been with the Company since 2011 and will continue to serve in his current role as the Company’s Senior Vice President, Legal Affairs and General Counsel. The Company is conducting a search for a permanent successor among internal and external candidates.
In connection with Mr. Wong’s appointment, he will be given a monthly stipend of S$10,000 (ten thousand Singapore dollars) in addition to his regular salary for the duration of the appointment. Additionally, on November 27, 2017, Mr. Wong will receive an equity award of S$300,000, consisting of fifty percent restricted share units (RSUs) and fifty percent performance share units (PSUs). Twenty-five percent of the PSUs will be measured using an organic growth metric, and the remainder will be measured using a relative Total Shareholder Return metric. The RSUs will vest over thirty-six months, with one-third vesting on each anniversary of the grant date. The PSUs will cliff vest thirty-six months from the grant date, with a payout between zero percent and two hundred percent of the number of PSUs granted based on the achievement of the specified metrics.
A copy of the Company’s press release announcing Mr. Chou’s departure and Mr. Wong’s appointment is attached hereto as Exhibit 99.1.
Financial Statements and Exhibits.
Press Release dated November 27, 2017
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.
KULICKE AND SOFFA INDUSTRIES, INC.
Date: November 27, 2017
/s/ Fusen Chen
President and Chief Executive Officer
K&S Corporate Headquarters
Kulicke & Soffa Pte Ltd
23A Serangoon North Ave 5
#01-01, Singapore 554369
Co. Regn. No. 199902120H
Kulicke & Soffa Industries, Inc. Announces Appointment of new CFO
SINGAPORE - November 27, 2017 -- Kulicke & Soffa Industries, Inc. (NASDAQ:KLIC) ("Kulicke & Soffa", "K&S" or the "Company") announced today that Jonathan Chou has stepped down as Executive Vice President, Chief Financial Officer and Principal Accounting Officer of the Company effective immediately to spend more time with his family and to pursue other interests but will remain with the Company until February 28, 2018 to ensure an orderly transition. The Board of Directors has named Lester A. Wong, Kulicke & Soffa’s General Counsel & Senior Vice President, Legal Affairs, to fill the role of interim Chief Financial Officer and the Company will conduct a search for a permanent successor among external and internal candidates.
Fusen Chen, President and Chief Executive Officer, stated "I would like to thank Jonathan for all his efforts and contribution to Kulicke & Soffa during the last 7 years. He has built an outstanding finance team and implemented
robust financial processes which helped contribute to the success of the Company’s businesses and operations. Lester has worked closely with myself, the Board and the Finance team as General Counsel for many years and the Board and I are confident that he will provide strong leadership to the Finance team".
Mr. Wong, 51, has been Kulicke & Soffa’s General Counsel since 2011. His career includes roles as General Counsel and Senior Legal Counsel of several Asia based US listed companies where he played key roles in managing the company’s public reporting, compliance, litigation and M&A activities. Mr. Wong has a JD from the University of British Columbia and a BSc degree from Western University.
About Kulicke & Soffa
Kulicke & Soffa (NASDAQ: KLIC) is a leading provider of semiconductor packaging and electronic assembly solutions supporting the global automotive, consumer, communications, computing and industrial segments. As a pioneer in the semiconductor space, K&S has provided customers with market leading packaging solutions for decades. In recent years, K&S has expanded its product offerings through strategic acquisitions and organic development, adding advanced packaging, electronics assembly, wedge bonding and a broader range of expendable tools to its core offerings. Combined with its extensive expertise in process technology and focus on development, K&S is well positioned to help customers meet the challenges of packaging and assembling the next-generation of electronic devices. (www.kns.com)
Kulicke & Soffa Industries, Inc.