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: October 18, 2014

(Date of earliest event reported)

Vicor Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-18277	04-2742817
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

25 Frontage Road, Andover, Massachusetts	01810
(Address of principal executive offices)	(Zip Code)

(978) 470-2900

(Registrant’s telephone number, including area code)

Not Applicable

(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:

¨ 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 2.02. Results of Operations and Financial Condition

On October 21, 2014, Vicor Corporation issued a press release announcing its financial results for the third quarter of 2014 and the appointment of H. Allen Henderson to its Board of Directors. The full text of that press release is attached as Exhibit 99.1 hereto and incorporated by reference herein. The information furnished under this Item 2.02, including the Exhibit attached hereto, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 18, 2014, the Board of Directors (the “Board”) of Vicor Corporation (the “Company”) elected H. Allen Henderson to the Board, effective October 18, 2014. Consistent with the Company’s policy, he will serve (a) until the 2015 annual meeting of stockholders, at which time he will be reelected to the Board or his successor will be elected, or (b) until his earlier death, resignation or removal. The Board has determined Mr. Henderson satisfies the independence requirements set forth in Rule 5605(a)(2) of NASDAQ listing standards. The Company is not aware of any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements:

None

(b) Pro forma financial information:

None

(c) Shell company transactions:

None

(d) Exhibits

99.1 Press Release of Vicor Corporation dated October 21, 2014

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.

Dated: October 21, 2014	VICOR CORPORATION
	By:	/s/ James A. Simms
		James A. Simms
		Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
99.1	Press Release of Vicor Corporation dated October 21, 2014

-4-

EX-99.1

Exhibit 99.1

Vicor Corporation Reports Results for Third Quarter Ended September 30, 2014; Announces Appointment of H. Allen Henderson to Board of Directors

Andover, MA, October 21, 2014 — Vicor Corporation (NASDAQ: VICR) today reported financial results for the third quarter and nine months ended September 30, 2014. These results will be discussed later today at 5:00 p.m. Eastern Time, during management’s quarterly investor conference call. The details for the call are presented below. In addition, the Company announced today the appointment of H. Allen Henderson to its Board of Directors, effective October 18, 2014. Concurrent with approval of Mr. Henderson’s appointment, the Board also approved the expansion of the Board to 10 members.

Revenues for the third quarter ended September 30, 2014, increased to $58,402,000, compared to $55,091,000 for the corresponding period a year ago, and increased from $53,361,000 for the second quarter of 2014. Third quarter bookings increased to $65,559,000 from $57,061,000 for the corresponding period a year ago and from $57,579,000 for the second quarter of 2014.

Gross margin increased to $25,550,000 for the third quarter of 2014, compared to $22,980,000 for the corresponding period a year ago, and increased from $22,662,000 for the second quarter of 2014. Gross margin, as a percentage of revenue increased to 43.7% for the third quarter of 2014 compared to 41.7% for the third quarter of 2013, and increased on a sequential basis from 42.5% for the second quarter of 2014.

Net loss for the third quarter was ($3,674,000), or ($0.10) per share, compared to a net loss of ($932,000), or ($0.02) per share, for the corresponding period a year ago and a net loss of ($4,835,000), or ($0.13) per share, for the second quarter of 2014. Included in the net loss in the third quarter was approximately $3,100,000 in legal fees related to ongoing litigation of IP claims by a competitor, and of our counter-claims, and a pre-tax charge of approximately $2,000,000 for the cost of severance and other employee-related costs, associated with the consolidation of Sunnyvale, CA manufacturing operations to Andover, MA by the end of 2014.

Revenues for the nine months ended September 30, 2014, increased by 14.7% to $164,996,000 from $143,902,000 for the corresponding period a year ago. Net loss for the nine month period was ($13,887,000), or ($0.36) per share, compared to a net loss of ($10,538,000), or ($0.27) per share, for the corresponding period a year ago.

Cash flow from operations totaled $3,672,000 for the third quarter and $1,451,000 for the nine months ended September 30, 2014, compared to $1,536,000 for the corresponding quarter a year ago and cash used in operations of ($2,680,000) for the nine months ended September 30, 2013. Cash and cash equivalents increased by $2,381,000 to approximately $53,186,000 at the end of the third quarter of 2014 from $50,805,000 at the end of the second quarter of 2014.

Total backlog at the end of the third quarter was $52,544,000, compared to $45,648,000 at the end of the second quarter, and $44,659,000 at the end of 2013.

Regarding third quarter performance, Dr. Patrizio Vinciarelli, Chief Executive Officer, commented, “Vicor made progress on several strategic fronts during the quarter, and I am particularly pleased with advances made in new products and production capabilities, as well as the expansion of new customers and applications. As expected, Vicor experienced a meaningful increase in VI Chip and Picor shipments associated with our Factorized Power datacenter solutions. Bookings improved across our business units, rising 14% sequentially. Customers continue to respond favorably to our new products, which offer highly differentiated performance with improving cost-effectiveness.”

“During the third quarter, we initiated the consolidation of our Sunnyvale manufacturing operations into our Andover facilities, reflecting our focus on the development of next generation front-end power systems utilizing ChiPs. Consolidated manufacturing of older generation AC products is both operationally and strategically driven, as it should contribute improved operational efficiency while also enabling our ChiP-based vision of end-to-end Factorized Power systems. At the Electronica trade show

in November, Vicor will unveil next generation systems, including AC-DC solutions, based on our “adapter” platforms, full front end system solutions incorporating ChiP engines within novel packages that are thermally and mechanically adept. These scalable devices, which we have christened “VIAs” (short for Vicor Integrated Adapters) enable class-leading performance and cost effectiveness, and, with their ease of use, should contribute to accelerated adoption of our power component design methodology across multiple markets. While Andover currently has the capacity to meet near term demand for ChiPs and VIA products, we anticipate pursuing additional capacity to meet expected growth needs.”

Dr. Vinciarelli also stated, “I am pleased to have Allen join our Board, given his nearly three decades of service to the Company and considerable experience in the power systems business.” Mr. Henderson, 67, is an officer of the Corporation, serving as a Corporate Vice President. Employed by the Company since 1985, he has been President of the Company’s Westcor division since 1999. Mr. Henderson also serves as President of VLT, Inc., a wholly owned subsidiary holding the vast majority of the Company’s patents. A veteran of the U.S. Navy, Mr. Henderson received a BAEE from Brown University and a MBA from Duke University.

For more information on Vicor and its products, please visit the Company’s website at www.vicorpower.com.

Earnings Conference Call

Vicor will be holding its investor conference call today, Tuesday, October 21, 2014 at 5:00 p.m. Eastern Time. Shareholders interested in participating in the call should call 888-339-2688 at approximately 4:50 p.m. and use the Passcode 10907040. Internet users may listen to a real-time audio broadcast of the conference call on the Investor Relations section of Vicor’s website at www.vicorpower.com. Please go to the website at least 15 minutes prior to the call to register, download and install any necessary software. For those who cannot participate in the conference call, a replay will be available, shortly after the conclusion of the call, through November 5, 2014. The replay dial-in number is 888-286-8010 and the Passcode is 61723940. In addition, a webcast replay of the conference call will also be available on the Investor Relations section of Vicor’s website at www.vicorpower.com beginning shortly after the conclusion of the call.

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statement in this press release that is not a statement of historical fact is a forward-looking statement, and, the words “believes,” “expects,” “anticipates,” “intend,” “estimate,” “plans,” “assumes,” “may,” “will,” “would,” “should,” “continue,” “prospective,” “project,” and other similar expressions identify forward-looking statements. Forward-looking statements also include statements regarding bookings, shipments, revenue, profitability, targeted markets, increase in manufacturing capacity and utilization thereof, future products and capital resources. These statements are based upon management’s current expectations and estimates as to the prospective events and circumstances that may or may not be within the company’s control and as to which there can be no assurance. Actual results could differ materially from those projected in the forward-looking statements as a result of various factors, including those economic, business, operational and financial considerations set forth in Vicor’s Annual Report on Form 10-K for the year ended December 31, 2013, under Part I, Item I — “Business,” under Part I, Item 1A — “Risk Factors,” under Part I, Item 3 — “Legal Proceedings,” and under Part II, Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The risk factors set forth in the Annual Report on Form 10-K may not be exhaustive. Therefore, the information contained in the Annual Report on Form 10-K should be read together with other reports and documents filed with the Securities and Exchange Commission from time to time, including Forms 10-Q, 8-K and 10-K, which may supplement, modify, supersede or update those risk factors. Vicor does not undertake any obligation to update any forward-looking statements as a result of future events or developments.

Vicor Corporation designs, develops, manufactures and markets modular power components and complete power systems based upon a portfolio of patented technologies. Headquartered in Andover, Massachusetts, Vicor sells its products primarily to customers in the higher-performance, higher-power segments of the power systems market, including aerospace and defense electronics, enterprise and high performance computing, industrial equipment and automation, telecommunications and network infrastructure, and vehicles and transportation markets.

For further information contact:

James A. Simms, Chief Financial Officer

Voice: 978-470-2900

Facsimile: 978-749-3439

invrel@vicorpower.com

VICOR CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

(Thousands except for per share amounts)

	QUARTER ENDED (Unaudited)						NINE MONTHS ENDED (Unaudited)
	SEPT 30, 2014			SEPT 30, 2013			SEPT 30, 2014			SEPT 30, 2013
Net revenues	$	58,402		$	55,091		$	164,996		$	143,902
Cost of revenues		32,852			32,111			93,992			85,854
Gross margin		25,550			22,980			71,004			58,048
Operating expenses:
Sales & administration		17,354			14,478			52,367			43,820
Research & development		10,345			9,857			31,239			29,700
Severance & other charges		1,983			—			1,983			1,361
Total operating expenses		29,682			24,335			85,589			74,881
Loss from operations		(4,132	)		(1,355	)		(14,585	)		(16,833	)
Other income (loss), net		(64	)		51			48			12
Loss before income taxes		(4,196	)		(1,304	)		(14,537	)		(16,821	)
Benefit for income taxes		(527	)		(406	)		(510	)		(6,337	)
Consolidated net loss		(3,669	)		(898	)		(14,027	)		(10,484	)
Less: Net income (loss) attributable to noncontrolling interest		5			34			(140	)		54
Net loss attributable to Vicor Corporation	($	3,674	)	($	932	)	($	13,887	)	($	10,538	)
Net loss per share attributable to Vicor Corporation:
Basic	($	0.10	)	($	0.02	)	($	0.36	)	($	0.27	)
Diluted	($	0.10	)	($	0.02	)	($	0.36	)	($	0.27	)
Shares outstanding:
Basic		38,552			38,538			38,545			39,414
Diluted		38,552			38,538			38,545			39,414

VICOR CORPORATION

CONSOLIDATED BALANCE SHEET

(Thousands)

	SEPT 30, 2014 (Unaudited)			DEC 31, 2013 (Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	53,186		$	56,339
Short-term investments		541			463
Accounts receivable, net		27,347			27,683
Inventories, net		28,119			29,696
Deferred tax assets		131			131
Other current assets		4,934			4,212
Total current assets		114,258			118,524
Long-term investments		5,134			5,188
Property and equipment, net		37,601			40,092
Other assets		1,726			1,836
	$	158,719		$	165,640
Liabilities and Equity
Current liabilities:
Accounts payable	$	9,336		$	8,677
Accrued compensation and benefits		9,687			8,055
Accrued severance charge		1,933			49
Accrued expenses		4,602			2,841
Income taxes payable		6			15
Deferred revenue		1,732			1,018
Total current liabilities		27,296			20,655
Long-term deferred revenue		703			974
Long-term income taxes payable		801			1,339
Deferred income taxes		335			335
Equity:
Vicor Corporation stockholders’ equity:
Capital stock		171,300			169,984
Retained earnings		94,758			108,645
Accumulated other comprehensive loss		(555	)		(526	)
Treasury stock		(138,927	)		(138,927	)
Total Vicor Corporation stockholders’ equity		126,576			139,176
Noncontrolling interest		3,008			3,161
Total equity		129,584			142,337
	$	158,719		$	165,640