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): September 8, 2022  

____________________________________________________

KULICKE AND SOFFA INDUSTRIES, INC.

(Exact name of registrant as specified in its charter) 

 ____________________________________________________ 

Pennsylvania	000-00121	23-1498399
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 23A Serangoon North Avenue 5, #01-01, Singapore 554369

1005 Virginia Dr., Fort Washington, PA 19034

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (215) 784-6000  

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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Without Par Value	KLIC	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 7.01     Regulation FD Disclosure

On September 8, 2022, Kulicke and Soffa Industries, Inc. (the “Company”) issued a press release regarding the matters discussed in Item 8.01 of this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 to this report.

The information furnished in Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01      Other Events

On September 8, 2022, the Company announced that one of its subsidiaries, Kulicke and Soffa Luxembourg S.À R.L. (“K&S Luxembourg”), has signed a definitive agreement for the acquisition of Advanced Jet Automation Co., Ltd. (“AJA”), a technology company headquartered in Taiwan. Upon the consummation of the transaction, K&S Luxembourg will acquire the designated dispensing assets and the dispensing business of AJA’s affiliate, Samurai Spirit Inc., a leading developer and manufacturer of high-precision micro dispensing equipment and solutions in Taiwan. The acquisition is expected to close in the second quarter of the Company’s fiscal year 2023, subject to customary closing conditions, including applicable regulatory approvals.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.
Exhibit No.	Description
99.1	Press Release dated September 8, 2022
104	Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURE

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.

	KULICKE AND SOFFA INDUSTRIES, INC.
Date: September 8, 2022	By:	/s/ LESTER WONG
	Name:	Lester Wong
	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)

EX-99.1

Exhibit 99.1

	Kulicke & Soffa Pte. Ltd. 23A Serangoon North Ave 5 Singapore 554369 +65 6880-9600 main Co. Regn. No. 199902120H
	Kulicke and Soffa Industries, Inc. 1005 Virginia Drive Fort Washington, PA 19034 USA +1-215-784-6000 main www.kns.com

Kulicke & Soffa to Expand Competencies and Market Presence

Announces Agreement to Acquire Advanced Jet Automation Co., Ltd.

SINGAPORE – September 8, 2022 –Kulicke and Soffa Industries, Inc. (NASDAQ:KLIC) (“Kulicke & Soffa”, “K&S”, “we” or the “Company”) announced today that its subsidiary Kulicke and Soffa Luxembourg S.À R.L., has signed a definitive agreement for the acquisition of Advanced Jet Automation Co., Ltd., which at closing will own designated dispensing assets and the dispensing business of its affiliate, Samurai Spirit Inc., a leading developer and manufacturer of high-precision micro dispensing equipment and solutions in Taiwan (such acquired entity, assets and business, collectively, “AJA”). When completed, the acquisition will enhance the Company’s existing semiconductor, electronic assembly and advanced display portfolio while also providing new access to the broader dispensing market.

The dispensing equipment market is expected to approach US$2 billion in calendar year 2023, providing K&S with new growth opportunities. Additionally, AJA’s existing market position and competencies in high-precision dispensing complement Kulicke & Soffa’s long-term opportunities in electronics assembly, advanced packaging and mini and micro LED. The AJA technology is currently deployed alongside K&S’ market leading PIXALUX™ system, supporting high-volume mini LED display production.

The acquisition includes the design and manufacture of high-precision dispensing equipment capable of flux, solder paste, epoxy, adhesives and underfill applications. Specifically, AJA’s proprietary dispensing head actuator combined with its AI driven software delivers excellent end-valve dispensing and process positioning accuracy. This also enables the formation of the smallest possible keep-off-zone (KOZ) in the industry. Embedded AOI and AI capability further differentiate the AJA solution from its peers, while supporting Industry 4.0 transformation.

“This is an exciting acquisition that will further expand K&S’ capabilities, delivering complementary technology and products for the advanced packaging and advanced display industry. Leveraging the collective talent and experience of K&S and AJA, we are well-prepared to accelerate growth and deliver innovative solutions to support the increasingly complex needs of our customers as well as the market,” said Chan Pin Chong, Kulicke & Soffa’s Executive Vice President and General Manager, Products & Solutions.

“AJA has a wide range of high-end dispensing systems and solutions supporting a wide range of assembly needs. Through this acquisition, which leverages the capabilities of both K&S and AJA, we are pleased to offer the industry a full suite of solutions providing new access to applications such as laser micromachining, laser lift-off for micro LED and tomography,” said Raymond Chen, founder and Managing Director of AJA.

The acquisition is expected to close in the second quarter of the Company’s fiscal 2023, subject to customary closing conditions including applicable regulatory approvals.

About Kulicke & Soffa

Kulicke & Soffa (NASDAQ: KLIC) is a leading provider of semiconductor, LED and electronic assembly solutions serving the global automotive, consumer, communications, computing and industrial markets. Founded in 1951, K&S prides itself on establishing foundations for technological advancement - creating pioneering interconnect solutions that enable performance improvements, power efficiency, form-factor reductions and assembly excellence of current and next-generation semiconductor devices.

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Leveraging decades of development proficiency and extensive process technology expertise, K&S’ expanding portfolio provides equipment solutions, aftermarket products and services supporting a comprehensive set of interconnect technologies including wire bonding, advanced packaging, lithography, and electronics assembly. Dedicated to empowering technological discovery, always, K&S collaborates with customers and technology partners to push the boundaries of possibility, enabling a smarter future.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains statements relating to future events and our future results. These statements are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding whether the acquisition will close, the integration of AJA with our existing business, and our anticipated future market opportunities. While these forward-looking statements represent our judgments and future expectations concerning our business, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to, risks of closing and integration of acquisitions, the execution and effect of our business strategy, future business decisions made by us and our competitors, the effects of the COVID-19 pandemic and macroeconomic headwinds on our business and industry, and the other factors listed or discussed in our Annual Report on Form 10-K for the fiscal year ended October 2, 2021, filed on November 18, 2021, and our other filings with the Securities and Exchange Commission. Kulicke and Soffa Industries, Inc. is under no obligation to (and expressly disclaims any obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Contacts:

Kulicke & Soffa

Marilyn Sim

Public Relations

P: +65-6880-9309

F: +65-6880-9580

msim@kns.com

Kulicke & Soffa

Joseph Elgindy

Investor Relations

P: +1-215-784-7500

F: +1-215-784-6180

investor@kns.com

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XML

Document and Entity Information	Sep. 08, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 08, 2022
Entity Registrant Name	KULICKE & SOFFA INDUSTRIES INC
Entity Central Index Key	0000056978
Amendment Flag	false
Entity Incorporation, State or Country Code	PA
Entity File Number	000-00121
Entity Tax Identification Number	23-1498399
Entity Addresses [Line Items]
Entity Address, Address Line One	23A Serangoon North Avenue 5
Entity Address, Address Line Two	#01-01
Entity Address, Country	SG
Entity Address, City or Town	Singapore
Entity Address, Postal Zip Code	554369
City Area Code	215
Local Phone Number	784-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, Without Par Value
Trading Symbol	KLIC
Security Exchange Name	NASDAQ
Principal Executive Offices
Entity Addresses [Line Items]
Entity Address, Address Line One	1005 Virginia Dr.
Entity Address, City or Town	Fort Washington
Entity Address, Postal Zip Code	19034
Entity Address, State or Province	PA