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 9, 2021

Cohu, Inc.

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware	001-04298	95-1934119
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
12367 Crosthwaite Circle, Poway, California		92064
_________________________________ (Address of principal executive offices)		___________ (Zip Code)
Registrant’s telephone number, including area code:		858-848-8100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $1.00 par value	COHU	The NASDAQ Stock Market LLC

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: 

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On March 11, 2021, Cohu, Inc. (the “Company”) issued a press release announcing that the underwriters of its previously announced public offering have fully exercised their option to purchase an additional 742,500 shares of common stock at the public offering price of $41.00 per share, less underwriting discounts and commissions. With the addition of the full exercise of the underwriters’ option to purchase additional shares, the total gross proceeds from the offering are expected to be approximately $233 million, before deducting underwriting discounts and commissions and other offering expenses payable by the Company.

A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated March 11, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Cohu, Inc.
March 11, 2021	By:	/s/ Jeffrey D. Jones
		Name: Jeffrey D. Jones
		Title: VP Finance and Chief Financial Officer

EX-99.1

Exhibit 99.1

COHU, INC.

12367 CROSTHWAITE CIRCLE

POWAY, CA 92064

FAX (858) 848-8185

PHONE (858) 858-8100

www.cohu.com

Cohu Announces Full Exercise of Underwriters’ Option to Purchase Additional Shares

POWAY, Calif., March 11, 2021 -- Cohu, Inc. (NASDAQ: COHU), a global leader in back-end semiconductor equipment and services, today announced that the underwriters of its previously announced public offering have fully exercised their option to purchase an additional 742,500 shares of common stock at the public offering price of $41.00 per share, less underwriting discounts and commissions. With the addition of the full exercise of the underwriters’ option to purchase additional shares, the total gross proceeds from the offering are expected to be approximately $233 million, before deducting underwriting discounts and commissions and other offering expenses payable by Cohu.

The closing of the underwriters’ option to purchase additional shares is expected to occur on March 12, 2021, subject to the satisfaction of customary closing conditions.

Citigroup, Goldman Sachs & Co. LLC and Stifel acted as joint book-running managers for the offering. B. Riley Securities, Craig-Hallum Capital Group and D.A. Davidson & Co. acted as co-managers for the offering.

The shares are being offered by Cohu pursuant to an effective shelf registration statement on Form S-3ASR that was filed with the Securities and Exchange Commission (“SEC”) and became on effective on March 10, 2020. A final prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at http://www.sec.gov.

Copies of the final prospectus supplement and accompanying prospectus relating to the offering may also be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (800) 831-9146; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by telephone at (866) 471‐2526 or by email at prospectus-ny@ny.email.gs.com; or Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at 415-364-2720 or by email at syndprospectus@stifel.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and include statements regarding the timing and completion and use of proceeds of the public offering of common stock. Such forward-looking statements involve risks and uncertainties, including, without limitation, risks and uncertainties related to market conditions and the satisfaction of closing conditions related to the public offering, which are beyond Cohu’s ability to control. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Cohu’s business in general, please refer to Cohu’s Annual Report on Form 10-K for the year ended December 26, 2020, together with all of the other information contained in the final prospectus supplement filed with the SEC on March 4, 2021. Cohu cautions stockholders and prospective investors that actual results may differ materially from those indicated by the forward-looking statements. Any forward-looking statements contained in this press release speak only as of the date hereof, and Cohu specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

About Cohu:

Cohu (NASDAQ: COHU) is a global leader in back-end semiconductor equipment and services, delivering leading-edge solutions for the manufacturing of semiconductors and printed circuit boards.

Contact:

Cohu, Inc.
Jeffrey D. Jones - Investor Relations
858-848-8106

XML

Document And Entity Information	Mar. 09, 2021
Document Information [Line Items]
Entity, Registrant Name	Cohu, Inc.
Document, Type	8-K
Document, Period End Date	Mar. 09, 2021
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-04298
Entity, Tax Identification Number	95-1934119
Entity, Address, Address Line One	12367 Crosthwaite Circle
Entity, Address, City or Town	Poway
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	92064
City Area Code	858
Local Phone Number	848-8100
Title of 12(b) Security	Common Stock
Trading Symbol	COHU
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000021535