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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): December 16, 2005
PDF SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
000-31311
(Commission File Number)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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25-1701361
(I.R.S. Employer Identification No.) |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On December 16, 2005, the Registrant announced the appointment of Keith A. Jones to the position
of Vice President, Finance and Chief Financial Officer, effective January 1, 2006. Mr. Jones
employment agreement (the Agreement) provides for an annual base salary of $200,000. The
Agreement also provides for the grant of options to purchase 125,000 shares of the Registrants
Common Stock, with 20% of the options vesting upon execution of the Agreement and the remaining 80%
vesting in equal monthly installments over the next four years (subject to acceleration for a
change of control of the Registrant). Under the Agreement, Mr. Jones is eligible for a $35,000
signing bonus in lieu of any 2005 performance-based bonus related to his current position with the
Registrant. Beginning in 2006, Mr. Jones will be eligible for yearly performance-based bonuses in
conjunction with the Registrants executive staff incentive bonus plan. Mr. Jones employment is
terminable at will, however, he is entitled to severance equal to approximately six months worth of
compensation in the event that he is terminated without cause. A copy of the Agreement is filed
with this report as Exhibit 10.1.
Item 5.02. Departure of Directors or Principal Offers; Election of Directors; Appointment of
Principal Officers
On December 16, 2005, the Registrant announced the appointment of Keith A. Jones to the position of
Vice President, Finance and Chief Financial Officer, effective January 1, 2006. Mr. Jones, 34,
replaces Mr. P. Steven Melman. Mr. Melman has been Vice President, Finance and Administration and
Chief Financial Officer of PDF since joining the Registrant in 1998, however, a medical condition
now requires him to take a less demanding role at the company. Effective January 1, 2006, Mr.
Melman will fill the newly created position of Vice President, Investor Relations and Strategic
Initiatives.
Mr. Jones has served as Director of Finance and SEC Compliance for the Registrant since July 2003,
where he has managed various aspects of the Registrants corporate finance function, including sales contract financial management, financial modeling, corporate taxation, SEC reporting
and the coordination of Sarbanes Oxley compliance activities.
From September 2001 to July 2003, Mr. Jones served as Assistant Controller at Interwoven, Inc., an
enterprise content management company, where he managed corporate finance activities including financial reporting, SEC compliance, taxation, contract revenue recognition
and treasury. From April 2000 to July 2001, Mr.
Jones served as Corporate Controller at eTime Capital, Inc., a financial software applications company,
where he managed all aspects of the corporate accounting function. From July 1994 to April 2000, Mr. Jones served as an Audit Manager at Deloitte & Touche LLP, a
public accounting firm, where he serviced a variety of audit clients in the high-tech manufacturing and
software industries, performing financial audits, initial public offerings,
acquisition due diligence, and spin-off activities.
The disclosures regarding Mr. Jones employment agreement are described in Item 1.01 and are hereby
incorporated by this reference into this Item 5.02. A copy of the press release announcing Mr.
Jones appointment is filed with this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
10.1
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Employment Agreement, dated
October 10, 2005, between the
Registrant and Keith A. Jones. |
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99.1
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Press Release dated December 16, 2005 regarding the appointment
of Keith A. Jones as the Registrants new Vice President,
Finance and Chief Financial 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.
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PDF SOLUTIONS, INC.
(Registrant)
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By: |
/s/ P. Steven Melman
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P. Steven Melman |
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Vice President, Finance and Administration and
Chief Financial Officer |
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Dated:
December 19, 2005
EXHIBIT INDEX
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Exhibit No. |
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Description |
10.1
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Employment Agreement, dated
October 10, 2005, between the
Registrant and Keith A. Jones. |
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99.1
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Press Release dated December 16, 2005 regarding the appointment
of Keith A. Jones as the Registrants new Vice President,
Finance and Chief Financial Officer |
exv10w1
Exhibit 10.1
October 10, 2005
Keith Jones
1119 Odyssey Court
San Jose, CA 95118
Dear Keith,
On behalf of PDF Solutions, Inc., (PDF or the Company), I am pleased to extend to you this
offer of a new position. Your new position will be Vice President of Finance and Chief Financial
Officer, effective January 1, 2006, reporting to me. You will be based in PDFs San Jose office
at 333 West San Carlos Street, Suite 700, San Jose, CA 95110. This offer of a new position
with PDF is conditioned upon your acceptance, in writing, of the terms and conditions as
enumerated below.
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Compensation. Commencing on January 1, 2006 (the Commencement Date), you
shall be paid a base salary of $200,000.00 per annum, paid to you semi-monthly at a rate
of $8,333.33 per payroll period. Your salary shall be paid in accordance with the
Companys standard payroll policies (subject to applicable withholding taxes as required
by law). |
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Stock Options. Upon your acceptance of this offer, the Companys Board of
Directors will be presented with a unanimous written consent to immediately grant you an
option to purchase 125,000 shares (the Total Option Shares) of the Companys Common
Stock with an exercise price equal to the fair market value of the Common Stock on the
date of grant. Twenty-five thousand (25,000) shares will vest upon your acceptance of
this offer or the date of grant, whichever is later. The remaining one hundred thousand
(100,000) shares (the Remaining Option Shares) shall vest over a four year period
commencing upon the date of grant, according to the following vesting schedule: 1/48 of
the Total Remaining Option Shares shall become exercisable on a monthly basis. Vesting
of the options shall be contingent upon your continued employment with the Company. The
options will be incentive stock options (ISO) to the maximum extent permitted by the tax
code and will be subject to the terms of the Companys 2001 Stock Plan and execution of
an applicable Stock Option Agreement to be entered into between you and the Company. |
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In the event of a Change of Control event, defined as an acquisition of greater than 50%
of PDFs Common Outstanding Stock, vesting of the grant stated in this Section 2 above
will be accelerated by 24 months. Additionally, to the extent unvested at the date of
the Change of Control event, previous grants 01-419 from August 26, 2003 and grant 01-484
from July 3, 2005 will also accelerate by 24 months. |
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Acceptance Bonus Upon acceptance of your new position with the Company you
will be granted an acceptance bonus. Within 30 days of acceptance of your new position
you will be paid a $35,000 bonus. The bonus payment is subject to applicable
withholding taxes as required by law. In the event that you voluntarily terminate your
employment with the Company before your first year anniversary of your acceptance of
your new position, you agree |
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to repay the Company 100% of the sign-on bonus. Upon such termination, should you not
take appropriate action to fully repay the sign-on bonus, you hereby authorize the
company to withhold amounts equal to such bonus from any cash compensation owed by the
company to you, including, but not limited to, base salary, accrued vacation, or earned
bonuses. This Acceptance Bonus is in lieu of any 2005 performance bonus related to your
current position. |
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Performance Bonus. You shall be eligible to participate in the Companys
executive staff incentive bonus plan, effective January 1, 2006 (for payment in 2007)
that may (from time to time and at the sole discretion and option of the Company) be
made available to PDF executives. The structure of such plans and the amount of any
bonus awarded under such plans shall be in alignment with the objectives of the official
Company annual business plan for any year in question. |
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Termination. During the course of your employment with PDF, should you be
terminated without cause you will be entitled to receive your base salary and benefits
for a period of six (6) months, paid on a monthly basis, in addition to receiving six
months accelerated vesting of all outstanding stock options. |
Keith, I am delighted to be able to extend you this offer and look forward to working with you.
To indicate your acceptance of this offer, please sign and date this letter in the space
provided below and return it to me, Becky Baybrook or Steve Melman.
Very truly yours,
PDF SOLUTIONS, INC.
/s/ John K. Kibarian
JOHN K. KIBARIAN
Chief Executive Officer
ACKNOWLEDGMENTS & ACCEPTANCE
I accept this employment offer with the understanding that it is not a contract for a fixed term or
specified period of time. I understand that my employment is voluntary, (At Will), and can be
terminated either by me or by the company at any time, with or without notice and with or without
cause. The provisions stated above supersede all prior representations or agreements, whether
written or oral. This offer letter may not be modified or amended except by a written agreement,
signed by the company and me.
THE FOREGOING TERMS AND CONDITIONS ARE HEREBY AGREED TO AND ACCEPTED:
Signed: /s/ Keith A. Jones Date: 10/13/2005
Print Name: Keith A. Jones
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exv99w1
Exhibit 99.1
News Release
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Investor Relations Contact:
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Corporate Communications Contact: |
Sonia Segovia, IR Coordinator
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Abbie Kendall, Principal |
PDF Solutions, Inc.
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Armstrong Kendall, Inc. |
Tel: (408) 938-6491
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Tel: (503) 672-4681 |
Email: sonia.segovia@pdf.com
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Email: abbie@akipr.com |
PDF Solutions® To Appoint Keith Jones
Vice President of Finance & Chief Financial Officer
Medical Condition Requires Steve Melman To Take New Position at PDF
SAN JOSE, Calif.December 16, 2005PDF Solutions, Inc. (Nasdaq: PDFS) the
leading provider of process-design integration technologies to enhance IC manufacturability, today
announced its plans to appoint Keith Jones to the position of Vice President of Finance and Chief
Financial Officer, effective January 1, 2006.
Mr. Jones has served as Director of Finance and SEC Compliance at PDF Solutions since 2003.
Prior to joining PDF Solutions, Mr. Jones served as Assistant Controller for Interwoven, Inc., as
Controller for eTime Capital, Inc. and as an Audit Manager for Deloitte & Touche LLP. Mr. Jones
received a B.S. in Business Administration from California State University, Fresno and is a
Certified Public Accountant. We are pleased to add Keith to our executive management team, said
John Kibarian, president and CEO of PDF Solutions, Inc. Keith has contributed greatly as part of
our financial team working along side our executive staff and has made a significant positive
impact on our business operations.
Mr. Melman has been Vice President of Finance and Chief Financial Officer of PDF since joining
the company in 1998, however, a medical condition now requires him to take a less demanding role at
PDF. Effective January 1, 2006, Mr. Melman will fill the newly created position of Vice President
of Investor Relations and Strategic Initiatives. In this new position, Mr. Melman will be
responsible for investor relations and coordinating such strategic initiatives as mergers &
acquisitions and long-term business planning. We are saddened that Steves medical condition
requires him to take a less active role in our company, added Kibarian,
-more-
however, we are pleased that he will maintain the channels of communication we have
established with our investor community, will help coordinate strategic initiatives and will be
available to advise our financial team.
About PDF Solutions
PDF Solutions, Inc. (Nasdaq: PDFS) is the leading provider of process-design integration
technologies for manufacturing integrated circuits (ICs). PDF Solutions software, methodologies
and services enable semiconductor companies to create IC designs that can be more easily
manufactured using manufacturing processes that are more capable. By simulating deep sub-micron
product and process interactions, the PDF solution offers clients reduced time to market, increased
IC yield and performance, and enhanced product reliability and profitability. Headquartered in San
Jose, Calif., PDF Solutions operates worldwide with additional offices in Europe and Japan. For
more information, visit www.pdf.com.
PDF SolutionsÒ is a registered trademark of PDF Solutions, Inc.
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