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 15,
2009
KULICKE
AND SOFFA INDUSTRIES, INC.
(Exact
Name of Registrant as Specified in Charter)
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Pennsylvania
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000-00121
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23-1498399
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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1005
Virginia Drive, Fort Washington, PA
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19034
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (215) 784-6000
(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):
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On September 15, 2009, the Management
Development and Compensation Committee of the Board of Directors (the
“Committee”) of Kulicke and Soffa Industries, Inc. (the “Company”) adopted
Amendment No. 1 and Amendment No. 2 to the Company’s 2009 Equity Plan
(collectively, the “Amendments”). Amendment No. 1 is effective as of
September 15, 2009 and Amendment No. 2 is effective as of September 30,
2009. The 2009 Equity Plan provides for equity incentive compensation
to employees and directors of the Company.
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Amendment
No 1. provides that holders of restricted common shares awarded under the
2009 Equity Plan will not be entitled to any cash dividends declared on
common shares during the period that such shares are unvested, unless and
until those shares vest. The 2009 Equity Plan previously
provided that the holders of restricted shares were entitled to cash
dividends declared on common shares, whether the shares were vested or
unvested. The Company has not paid cash dividends in the past
and does not currently intend to pay cash
dividends.
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Amendment
No. 2 gives the Committee the discretion to grant a prorated portion of a
performance share award to an employee who is involuntarily
terminated without cause before the end of a performance measurement
period. The reduced award would be made at the end of the
performance period, if the performance goals are attained, pro-rated based
on the number of full months in the performance period prior to the
termination of employment.
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The 2009
Equity Plan is included in the Company’s 2009 Proxy Statement as Appendix
A. The foregoing summary of the Amendments is qualified in its
entirety by the actual Amendments to the 2009 Equity Plan, which are attached
hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by
reference.
Item
9.01 Financial Statements and
Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Amendment
No. 1 to the Kulicke and Soffa Industries, Inc. 2009 Equity
Plan.
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10.2
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Amendment
No. 2 to the Kulicke and Soffa Industries, Inc. 2009 Equity
Plan.
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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.
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September
18, 2009
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KULICKE
AND SOFFA INDUSTRIES, INC.
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By:
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/s/
David J. Anderson
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Name:
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David
J. Anderson
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Title:
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Vice
President and General Counsel
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Amendment
No. 1 to the Kulicke and Soffa Industries, Inc. 2009 Equity
Plan.
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10.2
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Amendment
No. 2 to the Kulicke and Soffa Industries, Inc. 2009 Equity
Plan.
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AMENDMENT
NO. 1
TO
THE
KULICKE
AND SOFFA INDUSTRIES, INC.
2009
EQUITY PLAN
WHEREAS,
Kulicke and Soffa Industries, Inc. (the “Company”) maintains the Kulicke and
Soffa Industries, Inc. 2009 Equity Plan (the “Plan”);
WHEREAS,
the Board of Directors (the “Board”) or the Management Development and
Compensation Committee of the Board (the “Committee”) has the right to amend the
Plan by written resolution;
WHEREAS,
it is desired to amend the Plan with respect to Restricted Stock granted after
September 30, 2009;
NOW,
THEREFORE, effective September 15, 2009, Section 7.4(b) of the Plan
is hereby amended to read as follows:
(b)
Shareholder
Rights
. Each Participant who receives Restricted Stock shall
have all the rights of a shareholder with respect to such Restricted Stock,
subject to the restrictions set forth in subsection (c), including the right to
vote the Restricted Stock and receive dividends. Any Shares or other
securities received by a Participant with respect to Restricted Stock in
connection with a stock split or combination, share exchange or other
recapitalization or as a stock dividend, shall have the same status and be
subject to the same restrictions as such Restricted Stock. Any cash
dividends attributable to shares of Restricted Stock shall be paid on the date
the restrictions with respect to such shares lapse. Cash dividends
attributable to Restricted Stock that is forfeited shall also be
forfeited. Unless the Committee determines otherwise, certificates
evidencing shares of Restricted Stock will remain in the possession of the
Company or the Company’s Transfer Agent until such shares are free of all
restrictions under the Plan and the Participant has satisfied any federal, state
and local tax withholding obligations applicable to such shares.
IN WITNESS WHEREOF, Kulicke and Soffa
Industries, Inc. has caused this Amendment to be duly executed this 15th day of
September, 2009.
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[Seal]
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KULICKE
AND SOFFA INDUSTRIES, INC.
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Attest:
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By:
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AMENDMENT
NO. 2
TO
THE
KULICKE
AND SOFFA INDUSTRIES, INC.
2009
EQUITY PLAN
WHEREAS,
Kulicke and Soffa Industries, Inc. (the “Company”) maintains the Kulicke and
Soffa Industries, Inc. 2009 Equity Plan (the “Plan”);
WHEREAS,
the Board of Directors (the “Board”) or the Management Development and
Compensation Committee of the Board (the “Committee”) has the right to amend the
Plan by written resolution;
WHEREAS,
it is desired to amend the Plan with respect to PSU Awards;
NOW,
THEREFORE, effective September 30, 2009, Section 8.2(a) of the Plan is hereby
amended to read as follows:
(a)
Termination of Employment
(Other Than by Death, Disability or Retirement).
A Participant
becomes irrevocably entitled to PSU Awards based on achievement of Performance
Goals and other conditions when the Performance Goals and other conditions have
been met provided the Participant is employed on the last day of the performance
period or, if later, when such other conditions are met. If a
Participant ceases to be an employee of the Company and its Related Corporations
for any reason except as provided in Section 8.2(b) with respect to death or
Disability or Retirement, all PSU Awards to which the Participant was not
irrevocably entitled prior to the termination of employment shall be forfeited
and the Award canceled as of the date of such termination of employment, unless
the Committee, in its sole discretion, provides that a Participant
(involuntarily terminated without Cause) shall receive the prorated portion of
any award amount that would otherwise have been received based on the
Performance Goals attained at the end of the performance period. Such
PSU Awards shall be prorated based on the number of full months in the
performance period prior to such termination of employment. Unless
otherwise provided in an Award Agreement, Shares attributable to such prorated
award shall be delivered during the period from January 1 to March 15 following
the end of the performance period.
IN WITNESS WHEREOF, Kulicke and Soffa
Industries, Inc. has caused this Amendment to be duly executed this 15th day of
September, 2009.
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[Seal]
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KULICKE
AND SOFFA INDUSTRIES, INC.
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Attest:
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By:
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