8-K

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

August 15, 2022

Date of Report (date of earliest event reported)

INTEVAC, INC.

(Exact name of Registrant as specified in its charter)

State of Delaware	0-26946	94-3125814
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

3560 Bassett Street

Santa Clara, CA 95054

(Address of principal executive offices)

(408) 986-9888

(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 (see General Instruction A.2):

☐ 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 ($0.001 par value)	IVAC	The Nasdaq Stock Market LLC (Nasdaq) Global Select

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.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Principal Operating Officer

On August 15, 2022, Intevac, Inc. (the “Company”) announced the hiring of John Dickinson as Vice President of Operations. Mr. Dickinson is expected to commence employment with the Company on September 1, 2022. A copy of the press release announcing Mr. Dickinson’s hiring is attached hereto as Exhibit 99.1.

Mr. Dickinson, age 54, joins Intevac from Applied Materials, Inc. a leading provider of process equipment for the semiconductor and display industries, where he served as director, mechanical engineer within the ICAPS group (encompassing chips for IoT, communications, automotive, power, and sensors) from April 2021 to August 2022. Prior to Applied Materials, Mr. Dickinson served as managing director of the Livermore Business Unit of Ferrotec USA, an electronics component manufacturing company, where he was the head of operations for both the e-beam deposition and contract manufacturing divisions serving semiconductor capital equipment OEMs, from January 2018 to April 2021. Prior to Ferrotec, Mr. Dickinson spent nine years at Applied Materials, where he served as applications engineering director, distinguished member of the technical staff. Prior to Applied Materials, Mr. Dickinson spent 17 years in various management and engineering roles at BOC Edwards, a global vacuum technology company. Mr. Dickinson holds a master’s degree in mechanical engineering and materials from the University of London.

Pursuant to an “at will” employment offer letter with the Company, Mr. Dickinson’s initial annual base salary will be $325,000 and he will be eligible to participate in the Company’s Annual Incentive Plan, with an initial performance-based target bonus opportunity of 60% of his then-current base salary (with a minimum guaranteed bonus of $100,000 for 2022). As a material inducement to Mr. Dickinson accepting employment with the Company, the Company will recommend that Mr. Dickinson be granted (i) an award of 50,000 restricted stock units (“RSUs”) that will be scheduled to vest in equal annual installments over three years and (ii) an award of 41,300 performance-based RSUs (“PRSUs”) at target (82,600 PRSUs at maximum performance), which will vest, if at all, based on the same stock price hurdle metrics as the PRSUs described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2022. Mr. Dickinson’s RSU and PRSU awards will be subject to the terms, definitions and provisions of the Company’s 2022 Inducement Equity Incentive Plan and award agreements thereunder.

There are no family relationships between Mr. Dickinson and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Dickinson and any other person pursuant to which Mr. Dickinson was appointed Vice President of Operations of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated August 15, 2022
104	Cover Page Interactive Date 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.

	INTEVAC, INC.
Date: August 15, 2022	/s/ JAMES MONIZ
	James Moniz
	Executive Vice President, Finance and Administration,
	Chief Financial Officer, Secretary and Treasurer

EX-99.1

Exhibit 99.1

	3560 Bassett Street, Santa Clara CA 95054
James Moniz		Claire McAdams
Chief Financial Officer		Investor Relations
(408) 986-9888		(530) 265-9899

John Dickinson to Join Intevac as Vice President of Operations

SANTA CLARA, CA – August 15, 2022 – Intevac, Inc. (Nasdaq: IVAC, “Intevac” or “the Company”), a leading supplier of thin-film processing systems, today announced that John Dickinson will join the Company as vice president of operations, effective September 1^st, 2022.

“John brings over 30 years of experience in engineering and operational leadership roles at some of the world’s leading capital equipment companies, with particular expertise in the introduction of new technologies,” said Nigel Hunton, president and chief executive officer of Intevac. “We are very pleased to welcome someone of John’s caliber to the Intevac management team, as he will better position us to take advantage of the significant growth opportunities ahead.”

Mr. Dickinson joins Intevac from Applied Materials, Inc. a leading provider of process equipment for the semiconductor and display industries, where he served as director, mechanical engineer within the ICAPS group (encompassing chips for IoT, communications, automotive, power, and sensors) from April 2021 to August 2022. Prior to Applied Materials, Mr. Dickinson served as managing director of the Livermore Business Unit of Ferrotec USA, an electronics component manufacturing company, where he was the head of operations for both the e-beam deposition and contract manufacturing divisions serving semiconductor capital equipment OEMs, from January 2018 to April 2021. Prior to Ferrotec, Mr. Dickinson spent nine years at Applied Materials, where he served as applications engineering director, distinguished member of the technical staff. Prior to Applied Materials, Mr. Dickinson spent 17 years in various management and engineering roles at BOC Edwards, a global vacuum technology company. Mr. Dickinson holds a master’s degree in mechanical engineering and materials from the University of London.

“Intevac has a long history of materials science and process engineering leadership and, with several years of expected growth ahead, it is an exciting time to join the Company,” said John Dickinson, Intevac’s incoming vice president of operations. “With over 30 years of close partnership with the leading hard disk drive companies, Intevac is exceptionally well positioned to help enable the industry’s next major media technology transition, which is a major growth opportunity for the Company. I also look forward to driving growth through the new TRIO^™ platform, which leverages the Company’s expertise in producing highly durable and precise thin-film coatings.”

About Intevac

Founded in 1991, we are the world’s leading provider of hard disk drive (HDD) media processing systems. Over the last 20 years, we have delivered over 180 200 Lean^® systems, which currently represent at least 65% of the world’s capacity for HDD disk media production. Today, we believe that all of the new media capacity additions for the HDD industry are being deployed on our 200 Lean platform. With over 30 years of leadership in designing, developing, and manufacturing high-productivity, thin-film processing systems, we also have opportunities to leverage our technology in additional applications, such as protective coatings for the display cover glass market. For more information call 408-986-9888, or visit the Company’s website at www.intevac.com.

Forward Looking Statements

This press release includes statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Intevac claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “expects,” or “anticipates,” and do not reflect historical facts. Specific forward-looking statements contained in this press release include, but are not limited to: the Company’s revenue growth potential and future financial performance. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from the Company’s expectations. These risks include, but are not limited to, global economic impacts of COVID-19 including shipment delays, availability of components, supply chain constraints and other disruptions related to COVID-19, and changes in market dynamics that could change the delivery schedule of our systems and upgrades, each of which could have a material impact on our business, our financial results, and the Company’s stock price. These risks and other factors are detailed in the Company’s periodic filings with the U.S. Securities and Exchange Commission.

XML

Document and Entity Information	Aug. 15, 2022
Cover [Abstract]
Entity Registrant Name	INTEVAC INC
Amendment Flag	false
Entity Central Index Key	0001001902
Document Type	8-K
Document Period End Date	Aug. 15, 2022
Entity Incorporation State Country Code	DE
Entity File Number	0-26946
Entity Tax Identification Number	94-3125814
Entity Address, Address Line One	3560 Bassett Street
Entity Address, City or Town	Santa Clara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95054
City Area Code	(408)
Local Phone Number	986-9888
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock ($0.001 par value)
Trading Symbol	IVAC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false