8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

June 9, 2010

Verigy Ltd.

(Exact name of registrant as specified in its charter)

Singapore	000-52038	N/A
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Verigy Ltd.

No. 1 Yishun Ave. 7

Singapore 768923

(Address of principal executive offices, including zip code)

+65 6755-2033

(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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) and (c)

On June 21, 2010, Verigy Ltd. (the “Company” or “Verigy”) announced that Jorge Titinger has been promoted to President and Chief Operating Officer, effective July 1, 2010. Keith L. Barnes will continue to serve as Verigy’s Chief Executive Officer and Chairman of the Board of Directors and will resign as President, effective July 1, 2010. As President and Chief Operating Officer, Mr. Titinger will, among other things, have primary responsibility for Verigy’s products, sales, services and support, and operations.

Jorge Titinger, 49, has served as our Chief Operating Officer since June 2008. Prior to assuming that position, from November 2007 to June 2008, Mr. Titinger served as Senior Vice President of the Product Business Groups at FormFactor, Inc., a provider of semiconductor wafer probe cards. He previously held several executive leadership positions at KLA-Tencor Corporation, a supplier of process control and yield management solutions for semiconductor and related microelectronics industries. His roles during his tenure at KLA-Tencor from 2002 to 2007 included Executive Vice President of Global Operations and Chief Manufacturing Officer, Chief Administrative Officer, Senior Vice President and General Manager of KLA-Tencor’s Global Support Services and Field Operations Group. Prior to joining KLA-Tencor, Mr. Titinger held several executive positions at Applied Materials, Inc. from 1997 to 2002. Mr. Titinger holds a BS and MS in Electrical Engineering and an MS in Engineering Management from Stanford University.

On June 9, 2010, the Compensation Committee approved, contingent upon the Board of Directors’ approval of Mr. Titinger’s promotion, an increase to his annual base salary from $350,000 to $400,000, effective July 1, 2010. Mr. Titinger’s target bonus remains unchanged at 80% of annual base salary. In connection with his promotion, the Compensation Committee also approved a non-statutory option (the “Option”) to purchase 60,000 ordinary shares, and a share unit award (the “Share Unit Award”) for 30,000 ordinary shares. The Option and the Share Unit Award will be automatically granted on July 1, 2010, contingent upon Mr. Titinger’s continued employment as of that date. The shares subject to the Option and the shares subject to the Share Unit Award will vest quarterly over four years, contingent upon Mr. Titinger’s continued employment as of each such date.

Verigy issued a press release on June 21, 2010, announcing the promotion of Jorge Titinger to President and Chief Operating Officer. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K.

Explanatory Note

Pursuant to the instructions to paragraph 5.02(c) of Form 8-K, the Company is making the disclosure required pursuant to 5.02(c) on the date of public announcement of Mr. Titinger’s promotion to President and Chief Operating Officer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Text of press release issued by Verigy Ltd. on June 21, 2010, announcing the promotion of Jorge Titinger to President and Chief Operating Officer

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.

Verigy Ltd.
By:	/s/    MARGO M. SMITH
	Margo M. Smith

Date: June 21, 2010

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of press release issued by Verigy Ltd. on June 21, 2010, announcing the promotion of Jorge Titinger to President and Chief Operating Officer

EX-99.1

Exhibit 99.1

Press Release

FOR IMMEDIATE RELEASE

COMPANY CONTACT:

Judy Davies, VP, Investor Relations and Marketing Communications

+1 408-864-7549

judy.davies@verigy.com

Verigy Promotes Jorge Titinger to President and COO

CUPERTINO, Calif. – June 21, 2010 – Verigy (NASDAQ: VRGY), a leading semiconductor test company, today announced the promotion of Chief Operating Officer, Jorge Titinger, to president and COO, effective July 1. Titinger will report to Keith Barnes, chairman and chief executive officer, who has held the position of CEO and president since joining the company in 2006.

Since joining Verigy in 2008 as COO and a member of the senior management team, Titinger has been instrumental in managing several departments and product divisions of the company through the most severe downturn in the semiconductor industry’s history and helping to guide Verigy back to profitability. With his newly added role as president, he will be responsible for business activities involving product generation, customer engagement and operational delivery of Verigy’s testing solutions, from R&D and manufacturing through sales, post-sales service and applications support.

“As COO, Jorge has distinguished himself through efficient management of Verigy’s day-to-day operations, including global manufacturing and the company’s two largest product groups, SOC and memory test platforms,” said Barnes. “Our SOC and memory test platforms have very similar economic characteristics, and by unifying these product-focused activities under the direction of Jorge, we are well positioned to optimize our resources and the cost efficiencies of our business model to provide the solutions that our customers need.”

As chairman and CEO, Barnes will continue to focus on long-term, corporate development issues including Verigy’s future direction, strategic partnerships, market development, board coordination, and shareholder and customer relations.

“In my expanded role, I look forward to leading our company in the development and execution of strategies that will take Verigy to the next level of achievement in support of our customers’ requirements,” said Titinger. “Working together with Keith and the entire Verigy team, we will continue striving to improve our company’s customer engagements, product development programs and operational excellence.”

Prior to joining Verigy, Titinger was senior vice president of product business groups at FormFactor, Inc., a manufacturer of advanced wafer-probing cards. Before that, he held several executive leadership positions at KLA-Tencor Corp., a supplier of process-control and yield-management solutions for semiconductor and related microelectronics industries. At KLA-Tencor, his roles included executive vice president of global operations and chief manufacturing officer, chief administrative officer, senior vice president and general manager of global support services and field operations group. Titinger also worked for five years in executive positions at Applied Materials, Inc., a supplier of semiconductor-manufacturing equipment.

Titinger earned his B.S. and M.S. degrees in electrical engineering and his M.S. in engineering management from Stanford University.

About Verigy

Verigy provides advanced semiconductor test systems and solutions used by leading companies worldwide in design validation, characterization, and high-volume manufacturing test. Verigy offers scalable platforms for a wide range of system-on-chip (SOC) test solutions, and memory test solutions for Flash, DRAM including high-speed memories, as well as multi-chip packages (MCP). Verigy also provides advanced analysis tools that accelerate design debug and yield ramp processes. Additional information about Verigy can be found at www.verigy.com.

Forward Looking Statements

This press release contains forward-looking statements, including statements about Verigy’s return to profitability, optimization of our resources and the cost efficiencies of our business model. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Important risks and uncertainties that may cause results to differ materially from those in the forward-looking statements are discussed in our most recent SEC filings. These forward-looking statements are only valid as of this date, and Verigy undertakes no duty to update any forward-looking statements.

# # #