Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT - KULICKE & SOFFA INDUSTRIES INC | indemnificationagreement.htm |
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 10, 2013
____________________________________________________
KULICKE AND SOFFA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
____________________________________________________
Pennsylvania | 000-00121 | 23-1498399 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
6 Serangoon North, Avenue 5, #03-16, Singapore | 554,910 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (215) 784-6000
N/A
(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):
¨ | 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 1.01 | Entry into a Material Definitive Agreement |
On October 7, 2013, the Board of Directors (the “Board”) of Kulicke & Soffa Industries, Inc. (the “Company”) approved a form of indemnification agreement for directors (the “Indemnification Agreement”). On October 8, 2013, the Company entered into an Indemnification Agreement with each of the following directors: MacDonell Roehm, Jr., Brian R. Bachman, John A. O’Steen, Garret E. Pierce, Chin Hu Lim, Gregory F. Milzcik and Mui Sung Yeo. The Board approved the Indemnification Agreement based on its determination that it is in the best interests of the Company and its shareholders to attract and retain capable directors by providing them with indemnification and insurance coverage pursuant to express contractual rights. The Company anticipates that it will enter into a substantially similar Indemnification Agreement with any new director.
The Indemnification Agreement generally provides, among other things, that the Company will indemnify the applicable director, except as expressly prohibited by the laws of the Commonwealth of Pennsylvania, against any and all damages, losses, liabilities, settlements, and all other costs and expenses incurred in connection with any threatened, pending or completed claim or proceeding, whether brought by or in the right of the Company or by third parties (subject to certain exceptions set forth in the Indemnification Agreement), to the extent such amounts are related to acts, omissions, events or occurrences that arise from or are related to the fact that the director is or was a director of the Company or any subsidiary of the Company, or is or was serving at the request or for the benefit of the Company. Subject to certain limitations, the Indemnification Agreement provides for the advancement of expenses incurred by the director in connection with the proceedings described above. The Indemnification Agreement does not exclude any other rights to indemnification or advancement of expenses to which the director may be entitled.
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated herein by reference.
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 8, 2013, John O’Steen informed the Board of the Company that he had decided not to stand for reelection as a director of the Company effective at the next annual general meeting of shareholders of the Company to be held in February 2014.
The Chairman of the Board of the Company, Mr. MacDonell Roehm, Jr., on behalf of the Board, thanks Mr. O’Steen’s many important contributions over his 25 years of service on behalf of the Company.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. | |
Exhibit No. | Description |
10.1 | Form of Indemnification Agreement |
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.
October 10, 2013 | KULICKE AND SOFFA INDUSTRIES, INC. | |||
By: | /s/ Jonathan H. Chou | |||
Name: | Jonathan H. Chou | |||
Title: | Senior Vice President, Chief Financial Officer | |||
and Principal Accounting Officer | ||||
EXHIBIT INDEX
Exhibit No. | Description |
10.1 | Form of Indemnification Agreement |