klic-20230223KULICKE & SOFFA INDUSTRIES INC0000056978falseSingapore00000569782023-02-232023-02-230000056978dei:OtherAddressMember2023-02-232023-02-23
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): February 23, 2023
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KULICKE AND SOFFA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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| Pennsylvania | | 000-00121 | | 23-1498399 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
23A Serangoon North Avenue 5, #01-01, Singapore 554369
1005 Virginia Dr., Fort Washington, PA 19034
(Address of Principal Executive Offices and 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):
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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) |
| |
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, Without Par Value | KLIC | The Nasdaq Global Market |
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 7.01 Regulation FD Disclosure
On February 23, 2023, Kulicke and Soffa Industries, Inc. (the “Company”) issued a press release regarding the matters discussed in Item 8.01 of this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit 99.1 to this report.
The information furnished in Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On February 23, 2023, the Company announced that it has acquired Advanced Jet Automation Co., Ltd. (“AJA”), including the material business and assets formerly owned by its affiliate, Samurai Spirit Inc., a leading developer and manufacturer of high-precision micro-dispensing equipment and solutions in Taiwan.
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Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| |
| Exhibit No. | Description |
| 99.1 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
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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| KULICKE AND SOFFA INDUSTRIES, INC. |
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Date: February 23, 2023 | By: | /s/ LESTER WONG | |
| | Name: | Lester Wong | |
| | Title: | Executive Vice President and Chief Financial Officer
(principal financial officer and principal accounting officer) | |
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Exhibit 99.1
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| Kulicke & Soffa Pte. Ltd. 23A Serangoon North Ave 5 Singapore 554369 +65 6880-9600 main Co. Regn. No. 199902120H |
| Kulicke and Soffa Industries, Inc.
1005 Virginia Drive
Fort Washington, PA 19034 USA
+1-215-784-6000 main
www.kns.com |
Kulicke & Soffa to Expending Competencies and Market Presence
Successful Acquisition of Advanced Jet Automation Co., Ltd.
SINGAPORE – February 23, 2023 – Kulicke and Soffa Industries, Inc. (NASDAQ:KLIC) (“Kulicke & Soffa”, “K&S”, “we” or the “Company”) announced today that it has acquired Advanced Jet Automation Co., Ltd. (“AJA”), including the material business and assets formerly owned by its affiliate, Samuari Spirit Inc., a leading developer and manufacturer of high-precision micro-dispensing equipment and solutions in Taiwan. The closure of this acquisition broadens the Company’s existing semiconductor, electronic assembly and advanced display portfolio, increasing opportunities across several exciting growth growth areas including mini and micro LED, which support both backlighting and direct-emissive approaches.
The acquired dispense technology currently supports advanced backlighting production in a high-volume, high-accuracy environment and is complementary to the Company’s existing advanced display portfolio. Beyond advanced display, the dispense equipment market, which collectively includes both semiconductor and electronics assembly opportunities, is adjacent to several other K&S businesses serving the general semiconductor, automotive, LED, and memory end-markets. This total available dispense market is projected to be $2.6 billion in calendar year 2026 and extend Kulicke & Soffa’s 2026 total available market by over 40%, to $8.6 billion.
AJA will operate as a business unit, leveraging Kulicke & Soffa’s global sales and distribution network, flexible operational capabilities, and world-class R&D competencies.
“This strategic acquisition accelerates our long-term roadmap and future growth potential supporting exciting new technology transitions. AJA’s unique competencies and proprietary technology in high-precision dispense complement our market-leading advanced display, advanced packaging and electronics assembly solutions,” said Chan Pin Chong, Kulicke & Soffa’s Executive Vice President and General Manager, Products & Solutions.
“After working closely with the K&S team through a successful closure, I am confident our performance-based cultures, rich technology backgrounds and market-focused solutions are highly complementary. This alignment enables us to quickly scale our unique solutions, which addresses the evolving complexity and emerging opportunities within the large dispense market,” said Raymond Chen, founder of AJA.
About Kulicke & Soffa
Kulicke & Soffa (NASDAQ: KLIC) is a leading provider of semiconductor, LED and electronic assembly solutions serving the global automotive, consumer, communications, computing and industrial markets. Founded in 1951, K&S prides itself on establishing foundations for technological advancement - creating pioneering interconnect solutions that enable performance improvements, power efficiency, form-factor reductions and assembly excellence of current and next-generation semiconductor devices.
Leveraging decades of development proficiency and extensive process technology expertise, K&S’ expanding portfolio provides equipment solutions, aftermarket products and services supporting a comprehensive set of interconnect technologies including wire bonding, advanced packaging, lithography, and electronics assembly. Dedicated to empowering technological discovery, always, K&S collaborates with customers and technology partners to push the boundaries of possibility, enabling a smarter future.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements relating to future events and our future results. These statements are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding the integration of AJA with our existing business, and our anticipated future market opportunities. While these forward-looking statements represent our judgments and future expectations concerning our business, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to, risks of closing and integration of acquisitions, the execution and effect of our business strategy, future business decisions made by us and our competitors, the effects of the COVID-19 pandemic and macroeconomic headwinds on our business and industry, and the other factors listed or discussed in our Annual Report on Form 10-K for the fiscal year ended October 1, 2022, filed on November 17, 2022, and our other filings with the Securities and Exchange Commission. Kulicke and Soffa Industries, Inc. is under no obligation to (and expressly disclaims any obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
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