-----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, R82ihrfcHQfO2dDsb8SRUJ/n1a9mB9t0OXw8AG5rAO933dYwkYo9T7lBfGh2P1Td WVcAEgu7B9Z/DcHO1zQPew== 0001275287-07-001228.txt : 20070309 0001275287-07-001228.hdr.sgml : 20070309 20070309090348 ACCESSION NUMBER: 0001275287-07-001228 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070307 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070309 DATE AS OF CHANGE: 20070309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEXTEST SYSTEMS CORP CENTRAL INDEX KEY: 0001167896 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51851 FILM NUMBER: 07682572 BUSINESS ADDRESS: STREET 1: 1901 MONTEREY RD CITY: SAN JOSE STATE: CA ZIP: 95112 BUSINESS PHONE: 4088177200 8-K 1 ns9270.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): MARCH 7, 2007 NEXTEST SYSTEMS CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-51851 77-047-0150 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1901 MONTEREY RD, SAN JOSE, CA 95112 (Address of principal executive offices, with zip code) (408) 817-7200 (Registrant's telephone number, including area code) 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 PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS As announced on March 9, 2007, the Board of Directors of Nextest Systems Corporation (the "Company") appointed Mr. Tim F. Moriarty, currently the Company's Vice President of Sales and Marketing, as the Company's President, effective on March 7, 2007. Mr. Robin Adler will remain the Company's Chief Executive Officer and the Company's principal executive officer. As the Company's President, Mr. Moriarty will be entitled to receive annual cash compensation of $375,000, and be eligible to receive a bonus based on the achievement of certain individual and corporate objectives, in accordance with the Company's fiscal 2007 Management Bonus Plan. For fiscal 2007, the target amount of Mr. Moriarty's bonus is $200,000, with Mr. Moriarty's minimum guaranteed bonus for fiscal 2007 being $67,000. On March 7, 2007, Mr. Moriarty was granted an option to purchase 250,000 shares of the Company's common stock, which option will vest and become exercisable at the rate of 20% per year, beginning on July 1, 2007, for so long as Mr. Moriarty continues to be employed by the Company. The per-share exercise price of the option is $12.46, the closing price of the Company's common stock on the grant date. Additionally, on March 7, 2007, Mr. Moriarty was granted 50,000 restricted shares of the Company's common stock, subject to a right of repurchase by the Company, which right will lapse with respect to 20% of the shares each year, beginning on August 15, 2007. On March 9, 2007, the Company issued a press release announcing the appointment of Mr. Moriarty as the Company's President. The text of the press release is attached as Exhibit 99.1 hereto. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (C) EXHIBITS 99.1 Press Release of Nextest Systems Corporation dated March 9, 2007 -2- 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. NEXTEST SYSTEMS CORPORATION Date: March 9, 2007 By: /s/ Robin Adler ----------------------- Robin Adler Chief Executive Officer -3- EX-99.1 2 ns9270ex991.txt EXHIBIT 99.1 Exhibit 99.1 NEXTEST NAMES TIM F. MORIARTY AS PRESIDENT SAN JOSE, Calif., March 9 /PRNewswire-FirstCall/ -- Nextest Systems Corporation (Nasdaq: NEXT), a leading manufacturer of automatic test equipment (ATE) for cost-sensitive semiconductors, announced that Tim F. Moriarty, vice president, sales and marketing, has been named president of Nextest, effective immediately. Moriarty will report to Nextest founder Robin Adler, who continues in his roles as the Company's chief executive officer and chairman of the board. As president, Moriarty will lead sales, marketing, operations and R&D for the company. The role of vice president, sales and marketing has been divided into two separate positions with Jim Fraine as VP of sales, and Young Kim as VP of marketing. "Tim's vision, character, and leadership ability have been instrumental in Nextest's success over the past ten years," stated Adler. "He has assembled a strong team of experts with clearly defined objectives, and I have full confidence in his ability to position the company for even greater success. We have worked very closely together, and I am looking forward to the expanded contribution that Tim will make as president. We are fortunate to be able to strengthen our management team by adding a president of Tim's caliber." Moriarty is a highly regarded ATE veteran, possessing over 22 years experience within management, marketing, and sales at various high technology companies. Tim joined Nextest in 1997, the same year the company was founded, with the charter to build a worldwide sales and customer support team for the Maverick test system. Since that time, the company has introduced an array of widely successful test products and to date has shipped over 1,700 test systems worldwide. Prior to joining Nextest, Moriarty held executive positions at Megatest Corporation and Teradyne, Inc. ABOUT NEXTEST Nextest Systems Corporation is a low-cost leader in the design and manufacture of automatic test equipment (ATE) for Flash memory and System-On- Chip semiconductors. Nextest's products address the growing demand from manufacturers for ATE with increased throughput, functionality and reliability, while reducing time to market and cost of test. Nextest has shipped over 1,700 systems to more than 60 semiconductor companies worldwide. Further information is available at www.nextest.com. At Nextest Systems Corporation: So-Yeon Jeong Investor Relations Manager 408-817-7276 Nextest Agency Contact : GEM Design & Public Relations Connie Graybeal-Berar 408-529-4694 SOURCE Nextest Systems Corporation -0- 03/09/2007 /CONTACT: So-Yeon Jeong, Investor Relations Manager, Nextest Systems Corporation, +1-408-817-7276, or sjeong@nextest.com; or Connie Graybeal-Berar of GEM Design & Public Relations, +1-408-529-4694, or cberar@mac.com, for Nextest Systems Corporation/ /Web site: http://www.nextest.com/ (NEXT) -----END PRIVACY-ENHANCED MESSAGE-----