-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DxoJnxwDosyiREMCpCKQSqprrv4UTcixd0eY2IQNhapFY/LMXbSp8efsa1957RJb GYhg3zsehHcGHJWzpbfUGQ== 0001040470-09-000008.txt : 20090212 0001040470-09-000008.hdr.sgml : 20090212 20090212125629 ACCESSION NUMBER: 0001040470-09-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090206 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEHR TEST SYSTEMS CENTRAL INDEX KEY: 0001040470 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 942424084 STATE OF INCORPORATION: CA FISCAL YEAR END: 0127 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22893 FILM NUMBER: 09593340 BUSINESS ADDRESS: STREET 1: 400 KATO TERRACE CITY: FREMONT STATE: CA ZIP: 94539 BUSINESS PHONE: 5106239400 MAIL ADDRESS: STREET 1: 400 KATO TERRACE CITY: FREMONT STATE: CA ZIP: 94539 8-K 1 e8k021109.txt FORM 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 Date of Report (date of earliest event reported): February 6, 2009 Aehr Test Systems (Exact name of Registrant as specified in its charter) California 000-22893 94-2424084 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification Number) 400 Kato Terrace Fremont, California 94539 (Address of principal executive offices, including zip code) 510-623-9400 (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. 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)) ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Change in Annual Base Salaries for Certain Officers On February 6, 2009, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Aehr Test Systems (the "Company") conducted a review of the annual base salaries for the Company's Chief Executive Officer and other named executive officers (the "Named Executive Officers"). The Committee approved of a reduction to the annual base salary of the Chief Executive Officer by 15% and of a reduction to the annual base salaries of the Named Executive Officers by 10%. Such changes will be effective immediately. All other forms of compensation paid to the Chief Executive Officer and Named Executive Officers are unchanged from the rates disclosed in the Company's definitive proxy statement filed September 26, 2008. (e) Change in Meeting Fees for Non-Employee Directors On February 11, 2009, the Board approved of a reduction to the meeting fees paid to the Company's non-employee directors. The new fees will be effective for the current directors as of January 27, 2009 and for new directors effective upon the date they join the Board. Under this arrangement, each director will receive $1,250 for each regular Board meeting attended. In addition, the chair of the Audit Committee will receive $1,000 and the chair of the Compensation Committee will receive $875 for each respective Audit Committee or Compensation Committee meeting attended. Other members of the Audit Committee will receive $750 and other members of the Compensation Committee will receive $625 for each respective Audit Committee or Compensation Committee meeting attended. All other committee members will receive $625 for each committee meeting attended. If the committee meetings are held on the same day as a regular Board meeting, committee chairs and members will receive 50% of the aforementioned meeting fees. Each director will also receive $625 for attending any special telephonic meeting of the Board. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release of Aehr Test Systems dated February 12, 2009 entitled "Aehr Test Systems Announces Expense Reduction Actions." 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. Aehr Test Systems (Registrant) Date: February 12, 2009 By: /S/ GARY L. LARSON ------------------------- Gary L. Larson Vice President of Finance and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ------- ------------ 99.1 Press Release of Aehr Test Systems dated February 12, 2009 entitled "Aehr Test Systems Announces Expense Reduction Actions." EX-99.1 2 ex99021209.txt EXHIBIT 99.1 Exhibit 99.1 [LOGO]AEHR TEST SYSTEMS Contact: Tony Rossi Financial Relations Board for Aehr Test Systems Investor/Analyst Contact (213) 486-6545 AEHR TEST SYSTEMS ANNOUNCES EXPENSE REDUCTION ACTIONS Fremont, CA (February 12, 2009) - Aehr Test Systems (Nasdaq: AEHR), a leading supplier of semiconductor test and burn-in equipment, today announced that it has taken a series of actions designed to substantially reduce the Company's operating expenses. The restructuring actions include a reduction in total headcount of nearly 20%, reductions in compensation for salaried employees and a shutdown for one week each quarter. The cumulative effect of these and other actions is expected to reduce total operating expenses by 20% starting in the quarter ended May 31, 2009. "The expense reduction actions announced today are a painful but necessary measure in light of the current economic slowdown and the negative outlook for capital expenditures in the semiconductor industry," said Rhea Posedel, chairman and chief executive officer of Aehr Test Systems. "The reduced cost structure resulting from these actions will help us to maximize our cash position, while also enabling the Company to continue investing in the product development and marketing initiatives that will position us to expand our customer base and grow market share as economic and industry conditions improve." About Aehr Test Systems Headquartered in Fremont, California, Aehr Test Systems is a leading worldwide provider of systems for burning-in and testing DRAMs, flash, and other memory and logic integrated circuits and has an installed base of more than 2,500 systems worldwide. Aehr Test has developed and introduced several innovative products, including the ABTS, FOX?, MTX and MAX systems and the DiePakR carrier. The ABTS is Aehr Test's newest system for packaged part test during burn-in for both low-power and high-power logic as well as all common types of memory devices. The FOX system is a full wafer contact test and burn-in system. The MTX system is a massively parallel test system designed to reduce the cost of memory testing by performing both test and burn-in on thousands of devices simultaneously. The MAX system can effectively burn-in and functionally test complex devices, such as digital signal processors, microprocessors, microcontrollers and systems-on-a-chip. The DiePak carrier is a reusable, temporary package that enables IC manufacturers to perform cost-effective final test and burn-in of bare die. For more information, please visit the Company's website at www.aehr.com. -more- Aehr Test Systems Announces Expense Reduction Actions Page 2 of 2 Safe Harbor Statement This release contains forward-looking statements that involve risks and uncertainties relating to projections regarding revenues and customer demand and acceptance of Aehr Test's products. Actual results may vary from projected results. These risks and uncertainties include without limitation, economic conditions in Asia and elsewhere, acceptance by customers of Aehr Test's technologies, acceptance by customers of the systems shipped upon receipt of a purchase order and the ability of new products to meet customer needs or perform as described, and the Company's development and manufacture of a commercially successful wafer-level test and burn-in system. See Aehr Test's recent 10-K and 10-Q reports and other reports from time to time filed with the U.S. Securities and Exchange Commission for a more detailed description of the risks facing our business. The Company disclaims any obligation to update information contained in any forward-looking statement to reflect events or circumstances occurring after the date of this press release. # # # -----END PRIVACY-ENHANCED MESSAGE-----