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.
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