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): July 14, 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
(Registrant’s 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 5.02. Departure of Directors or Principal Offers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On
July 14, 2008, PDF Solutions, Inc. (the
“Company”) issued a press release announcing the naming
of Ms. Joy E. Leo as executive vice president and chief administration officer of the Company. A
copy of this press release is attached to this Form 8-K as Exhibit 99.1.
Ms. Leo
has more than 25 years of financial and corporate management experience with leading
electronics companies. From May 2007 to November 2007, Ms. Leo was senior vice president, chief
financial officer and secretary for Credence Systems Corporation. From May 2005 to April 2007, she
provided executive level financial consulting to several high-tech companies including serving as
acting chief financial officer at CoWare, Inc. Prior to her consulting activities, from September
2000 to December 2004, Ms. Leo served as vice president of finance and administration, chief
financial officer and secretary at Artisan Components, Inc. (merged with and into ARM Holdings
plc), a provider of physical intellectual property components used to develop complex
system-on-a-chip (SoC) ICs. Before serving at Artisan, she served as vice president of finance and
administration and chief financial officer for IMP, Inc, an integrated circuit company, as vice
president of finance, operations and administration at Innomedia Incorporated, a telecommunications
company, and as vice president and chief financial officer for Philips Components, a division of
Royal Philips Electronics N.V. Ms. Leo holds a BA in business administration from the University
of Utah.
On July 14, 2008, the Company entered into an offer letter agreement (the “Agreement”) with
Ms. Leo for her services as executive vice president and chief administration officer. Under the
Agreement, Ms. Leo will receive an annual base salary of $270,000, and will also be eligible to
receive an annual target incentive bonus equal to 80% of her then current annual base salary, based
on her achievement of performance objectives, provided that for the first 12 months of her
employment she will be entitled to a guaranteed minimum target bonus of $165,000.
The Agreement also provides for the grant to Ms. Leo of options to purchase 300,000 shares of the
Company’s Common Stock, with 1/4th of the total option shares
vesting on the 12 month
anniversary of her start date and 1/48th of the total option shares vesting on a monthly basis
thereafter, resulting in a total vesting period of four years. In the
event of certain change of control events, vesting of all outstanding and unvested options will be fully
accelerated.
Ms. Leo’s employment is terminable at will, however, in the event that (a) she is terminated
without cause or disability or (b) she resigns for certain
events constituting good reason, then she will be entitled to (i) vesting acceleration with respect
to her outstanding and unvested stock options as if she provided service to the Company for an
additional 12 months following the effective date of her separation, (ii) payment of 12 months of
her then current annual base salary, paid in accordance with the Company’s standard payroll
procedures over a 12 month period, (iii) a pro rata portion of her target bonus that the
Company, in its reasonable discretion, determines she has earned as of the effective date of her
separation, and (iv) payment of premiums for her COBRA coverage
until the earlier of 12 months following the effective date of her separation and the date that she
becomes
covered under another employer’s health coverage plan. The
foregoing description of the Agreement is qualified in its entirety
by reference to the complete terms and conditions of the Agreement,
which will be filed with the Company’s Form 10-Q for the quarter ended
June 30, 2008.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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99.1
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Press Release dated July 14, 2008 announcing the appointment
of Joy E. Leo as the Registrant’s Executive Vice President and
Chief Administration Officer. |