0001040470-14-000100.txt : 20141208 0001040470-14-000100.hdr.sgml : 20141208 20141208162220 ACCESSION NUMBER: 0001040470-14-000100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141203 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20141208 DATE AS OF CHANGE: 20141208 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: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22893 FILM NUMBER: 141272776 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 e8k120314.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): December 3, 2014 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. (b) On December 3, 2014, Mukesh Patel submitted his resignation as a director of Aehr Test Systems (the "Company"). Mr. Patel's resignation was voluntary and did not result from any disagreement with the Company or the Company's Board of Directors (the "Board"). (d) The Board appointed John Schneider to the Board to fill the vacancy created by the resignation of Mr. Patel effective December 3, 2014. The Board did not appoint Mr. Schneider to serve on any of the committees of the Board immediately, but may do so in the future. As a non-employee director, Mr. Schneider will receive the same compensation and indemnification as the Company's other outside directors. The Company previously disclosed the terms of its outside director compensation in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on September 26, 2014. On November 24, 2014, Dharma Group Insurance Company, an affiliate of Mr. Schneider, entered into a Common Stock Purchase Agreement with the Company pursuant to which it purchased 205,676 shares of the Company's Common Stock at a price of $2.431 per share. A copy of the press release announcing Mr. Schneider's appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description ----------- ------------------------------------ 99.1 Press Release dated December 8, 2014 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: December 8, 2014 By: /s/ Gary L. Larson ------------------------- Gary L. Larson Vice President of Finance and Chief Financial Officer EX-99.1 2 ex99.txt EXHIBIT 99.1 Exhibit 99.1 [LOGO]AEHR TEST SYSTEMS FOR IMMEDIATE RELEASE Aehr Test Systems Investor Relations Contact: Gary Larson Todd Kehrli or Jim Byers Chief Financial Officer MKR Group Inc. (510) 623-9400 x321 (323) 468-2300 aehr@mkr-group.com AEHR TEST SYSTEMS ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS Fremont, CA (December 8, 2014) - Aehr Test Systems (Nasdaq: AEHR), a worldwide supplier of semiconductor test and burn-in equipment, today announced that John M. Schneider has joined the Company's Board of Directors, effective December 3, 2014. Mr. Schneider is founder, President and CEO of Private Wealth Advisors. He replaces Mukesh Patel, who has served on the Aehr Test Systems board since 1999 and has resigned for personal reasons. The number of Aehr Test board members remains at seven. "John is a successful entrepreneur with extensive knowledge and proven ability to initiate and sustain growth and we are delighted to have him join our board," said Rhea Posedel, Chairman of Aehr Test Systems. "He has provided ongoing commitment, support and belief in Aehr Test Systems including participation in our recent common stock offering, with his ownership approaching 10 percent of our outstanding shares. I would also like to take this opportunity to thank Mukesh for more than 15 years of service bringing his invaluable technology and marketing expertise to the company and for his ongoing support as a large shareholder in the company and a significant participant in our recent stock offering." Gayn Erickson, President and CEO of Aehr Test Systems, said, "Having sat down and talked with John extensively, I am excited to welcome him to our team and believe now is a very good time for him to join the board. He will be a strong addition as we continue to build momentum for our key new products, which are aimed at capitalizing on the substantial emerging test market opportunities in automotive, mobility, communications, and data storage markets." Mr. Schneider founded Private Wealth Advisors, Inc. (PWA) in 2003 with $300 million in assets and managed the firm's asset growth to approximately $1 billion in just over a decade. Based on the substantial growth of PWA, Mr. Schneider founded PWA Securities in 2008 to act as a broker-dealer for PWA. In addition, he founded PWA Real Estate in 2007. From an initial purchase of $14.5 million, the total value of all PWA Real Estate properties currently stands at approximately $160 million. He also serves on numerous boards in the Pittsburgh area. About Aehr Test Systems Headquartered in Fremont, California, Aehr Test Systems is a worldwide provider of test systems for burning-in and testing logic and memory integrated circuits and has an installed base of more than 2,500 systems worldwide. Increased quality and reliability needs of the Automotive and Mobility integrated circuit markets are driving additional test requirements, capacity needs and opportunities for Aehr Test products in package and wafer level test. Aehr Test has developed and introduced several innovative products, including the ABTSTM and FOXTM families of test and burn-in systems and the DiePak(R) carrier. The ABTS system is used in production and qualification testing of packaged parts 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 used for burn-in and functional test of complex devices, such as leading-edge memories, 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. # # #