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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): October 7, 2008
PDF SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
000-31311
(Commission File Number)
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Delaware
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25-1701361 |
(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.) |
Incorporation) |
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333 West San Carlos Street, Suite 700
San Jose, CA 95110
(Address of principal executive offices, with zip code)
(408) 280-7900
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets.
On August 27, 2008, PDF Solutions, Inc (the Company) entered into an Asset Purchase
Agreement (the Purchase Agreement) with Triant Holdings, Inc. and Triant Technologies (2005) Inc.
(Triant), pursuant to which the Company agreed to purchase certain assets of Triant for an
aggregate purchase price of approximately US$1,750,000 (the Sale Transaction). On October 7,
2008, the Company completed the Sale Transaction, purchasing substantially all of the assets of
Triants Fault Detection & Classification business, including certain customer contracts,
technologies and employees, other than certain receivables being retained by Triant.
Payment terms include a cash payment of US$1,603,535 at closing, US$374,000 of such
consideration to be retained in escrow for three months following the latest date on which notices
are sent to creditors and potential claimants of Triant pursuant to its liquidation and wind-up
following the closing of the Sale Transaction. Triant retained the
right to receive from certain customers up to
US$266,465 pursuant to certain retained receivables.
A copy of the Purchase Agreement was previously disclosed in the Companys Form 8-K filed on
September 2, 2008, and is incorporated by reference herein.
The Registrant issued a press release regarding the closing of the Sale Transaction on October
8, 2008, which is attached hereto as Exhibit 99.1.
There are no material relations, other than in respect of the Sale Transaction, between the
Company and Triant, and none of the officers or directors of the Company, the Company or Triant
have any other relationship with each other.
Item 9.01 Financial Statements and Exhibits.
Financial Statements:
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(a) |
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Financial Statements: the financial statements required by this Item, if any, will be
filed by an amendment to this initial report on Form 8-K as soon as practicable, but in no
event later than 71 days after this initial report on Form 8-K is required to be filed. |
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(b) |
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Pro Forma Financial Information: pro forma information required by this Item, if any,
will be filed by an amendment to this initial report on Form 8-K as soon as practicable,
but in no event later than 71 days after this initial report on Form 8-K is required to be
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(c) |
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Shell Company Transactions: None. |
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(d) |
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Exhibits: |
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Exhibit No. |
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Description |
99.1
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Press Release dated October 8, 2008 regarding the Companys
closing of the Sale Transaction whereby Company acquired
certain assets of Triant Technologies (2005) Inc. |
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.
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PDF SOLUTIONS, INC.
(Registrant)
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By: |
/s/
Joy E. Leo |
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Joy E. Leo |
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Executive Vice President and
Chief Administration Officer |
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Dated: October 14, 2008
EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Press Release dated October 8, 2008 regarding the Companys
closing of the Sale Transaction whereby Company acquired
certain assets of Triant Technologies (2005) Inc. |
exv99w1
Exhibit 99.1
PDF Solutions® Completes Asset Purchase with Triant Holdings Inc.
Wednesday, October 8, 2008
SAN JOSE, Calif. (PDF Solutions, Inc.)
PDF Acquires Assets Related to Triants FDC Business
PDF Solutions, Inc. (NASDAQ: PDFS), the leading provider of yield improvement
technologies and services for the integrated circuit (IC) manufacturing process
life cycle, today announced that it has completed the transaction with Triant
Holdings Inc. (TSX:TNT, Triant), a British Columbia corporation and a provider of
Fault Detection & Classification technologies, to acquire substantially all of the
assets, including certain customer contracts, of Triants Canadian operating
subsidiary.
As previously announced on August 27, 2008, under the terms of the definitive
agreement, Triants Canadian operating subsidiary will receive $1.75 million in
cash.
We are excited to build upon the strength of the integrated solution offerings and
service teams to expand the customer relationships that have already been
established, stated John Kibarian, chief executive officer of PDF Solutions. This
transaction creates additional opportunities for our leading process control
solutions within the installed customer base that includes leading semiconductor,
flat panel display, and wafer manufacturers.
About PDF Solutions
PDF Solutions, Inc. (NASDAQ: PDFS) is the leading provider of yield improvement
technologies and services for the IC manufacturing process life cycle. PDF
Solutions offers solutions that are designed to enable clients to lower costs of IC
design and manufacture, enhance time to market, and improve profitability by
addressing design and manufacturing interactions from product design to initial
process ramps to mature manufacturing operations. PDF Solutions Characterization
Vehicle® (CV®) test chips provide the core modeling capabilities, and are used by
more leading manufacturers than any other test chips in the industry. PDF
Solutions industry leading yield management system software, dataPOWER®, and fault
detection and classification software, mæstria®, enhance yield improvement and
production control activities at leading fabs around the world. Headquartered in
San Jose, Calif., PDF Solutions operates worldwide with additional offices in
China, Europe, Japan, Korea and Taiwan. For the companys latest news and
information, visit http://www.pdf.com/.
Characterization Vehicle, CV, dataPOWER, mæstria, PDF Solutions, and the PDF
Solutions logo are registered trademarks of PDF Solutions, Inc.
Forward-Looking Statements
Some of the statements in this press release are forward looking, including,
without limitation, the ability of the company to retain current customers and grow
the customer base as a result of the transaction, and hire key Triant employees.
Such words as excited to expand customer relationships, creates additional
opportunities and similar expressions also identify forward-looking statements.
Actual results could differ materially from those expressed in any forward-looking
statements. Risks and uncertainties that could cause results to differ materially
include risks associated with: failure to hire key employees; failure to retain
current customers and grow potential future revenue opportunities; fluctuations in
the price of PDFs stock; unforeseen industry changes; changes in the U.S. and
worldwide economic and political environments; and changes in the marketplace for
our solutions, including the introduction of products and services competitive with
PDFs current and future products and services. Readers should also refer to the
risk disclosures set forth in PDF Solutions periodic public filings with the
Securities and Exchange Commission, including, without limitation, its annual
report on Form 10-K, most recently filed on March 17, 2008, and its quarterly
reports on Form 10-Q, most recently filed on August 11, 2008. The forward-looking
statements contained in this release are made as of the date hereof, and PDF
Solutions does not assume any obligation to update such statements nor the reasons
why actual results could differ materially from those projected in such statements.
Contact:
Investor Relations Coordinator, Sonia Segovia, (408) 283-5606, sonia.segovia@pdf.com
VP Investor Relations, Steven Melman, (408) 938-6445, steve.melman@pdf.com