UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 26, 2018
ICHOR HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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001-37961 |
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Not Applicable |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
3185 Laurelview Ct.
Fremont, California 94538
(Address of principal executive offices, including Zip Code)
(510) 897-5200
(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:
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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)) |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Director
Effective October 26, 2018, John Kispert joined the board of directors (the “Board”) of Ichor Holdings, Ltd. (the “Company”).
Mr. Kispert, 55, currently serves as a Managing Partner of Black Diamond Ventures, a California-based venture capital firm, leading sourcing, selection, and value-add efforts for companies from early to late stage. Prior to joining Black Diamond Ventures, Mr. Kispert was CEO of Spansion, Inc., a developer and manufacturer of embedded semiconductors, from 2009 to 2015 where he lead the company out of bankruptcy in early 2009 to a profitable, growing company with over $1.5 billion in annual revenues, eventually completing a merger with Cypress Semiconductor in March 2015. Previously, Mr. Kispert was with KLA‑Tencor, an S&P 500 global semiconductor leader, from 1995 to 2009, advancing to numerous high-level positions including President and COO from 2005 to 2009 and Executive Vice President and CFO from 2000 to 2005. Mr. Kispert earned his MBA from UCLA in 1989.
Mr. Kispert will be paid an annual retainer of $70,000 for serving on the Board and as chairman of the Audit Committee. Mr. Kispert will receive a grant of restrict stock units representing $150,000, subject to vesting over a three-year period based on continued service on the Board.
There are no family relationships between Mr. Kispert and any director, executive officer, or nominees thereof of the Company. There are no related party transactions between the Company and Mr. Kispert that would require disclosure under Item 404(a) of Regulation S‑K promulgated under the Securities Exchange Act of 1934, as amended.
A copy of the press release announcing Mr. Kispert’s appointment to the Board is attached hereto as Exhibit 99.1.
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Item 9.01 |
Financial Statements and Exhibits |
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Exhibit
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Description |
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Press Release, dated October 29, 2018, announcing the appointment of John Kispert to the Board. |
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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 thereunto duly authorized.
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ICHOR HOLDINGS, LTD. |
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Date: October 29, 2018 |
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/s/ Jeffrey Andreson |
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Name: Jeffrey Andreson |
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Title: Chief Financial Officer |
Exhibit 99.1
John Kispert Joins Ichor Board of Directors
FREMONT, Calif., October 29, 2018 -- Ichor Holdings, Ltd. (NASDAQ: ICHR), a leader in the design, engineering and manufacturing of critical fluid delivery subsystems for semiconductor capital equipment, today announced that John H. Kispert, a veteran of both the semiconductor capital equipment and memory industries, has joined its Board of Directors, effective October 26 th .
“John brings a wealth of industry expertise to our board. Throughout his career, he has had an outstanding track record of creating shareholder value,” said Tom Rohrs, chairman and chief executive officer of Ichor. “John’s extensive executive leadership experience in the global semiconductor manufacturing industry will make him a very strong contributor to the board.”
Mr. Kispert has held a number of executive and board positions during his more than 20 years in the memory and semiconductor equipment industries. Mr. Kispert was the chief executive officer of Spansion, Inc., where he successfully guided the company through a period of significant revenue growth and improved profitability and the eventual sale to Cypress Semiconductor in March of 2015. Prior to this, Mr. Kispert spent 13 years at KLA‑Tencor, including positions as president, chief operating officer and chief financial officer. Preceding his tenure at KLA‑Tencor, Mr. Kispert held several management positions at IBM.
“ I am delighted to join Ichor’s board,” said John Kispert. “The company has experienced significant growth over the past several years, and I look forward to making contributions to the company as it continues to focus on increasing shareholder value.”
About Ichor
We are a leader in the design, engineering and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment. Our product offerings include gas and chemical delivery subsystems, collectively known as fluid delivery subsystems, which are key elements of the process tools used in the manufacturing of semiconductor devices. Our gas delivery subsystems deliver, monitor and control precise quantities of the specialized gases used in semiconductor manufacturing processes such as etch and deposition. Our chemical delivery subsystems precisely blend and dispense the reactive liquid chemistries used in semiconductor manufacturing processes such as chemical-mechanical planarization, electroplating, and cleaning. We also manufacture precision machined components, weldments, and proprietary products for use in fluid delivery systems for direct sales to our customers. We also manufacture certain components for internal use in fluid delivery systems and for direct sales to our customers. This vertically integrated portion of our business is primarily focused on metal and plastic parts that are used in gas and chemical systems, respectively. Ichor is headquartered in Fremont, CA. www.ichorsystems.com.
Source: Ichor Holdings, Ltd.
Contact:
Jeff Andreson, CFO 510-897-5200
Claire McAdams, IR 530-265-9899
IR@ichorsystems.com
Source: Ichor Holdings, Ltd.