8-K - KLIC - Equibles

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): August 22, 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<br>of Incorporation)	(Commission File Number)	(I.R.S. Employer<br>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):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 22, 2023, the Board of Directors (the “Board”) of Kulicke and Soffa Industries, Inc. (the “Company”) appointed Ms. Denise M. Dignam to the Board, effective as of August 22, 2023, to serve until the 2025 annual meeting of shareholders. Ms. Dignam has also been appointed to serve on the Nominating and Governance Committee.

In connection with her appointment as a director, Ms. Dignam will receive an initial grant of common shares equal to $19,286. As a member of our Board, Ms. Dignam will also receive an annual retainer of $65,000, plus an additional $5,000 annually for her membership on our Nominating and Corporate Governance Committee, to be paid in four equal installments on the first calendar day of each calendar quarter. Ms. Dignam will also receive an annual grant of common shares equal to $180,000, paid in four equal installments on the first calendar day of each fiscal quarter.

There are no transactions in which Ms. Dignam had or will have a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Ms. Dignam and any other persons pursuant to which she was selected as a director.

Item 7.01 Regulation FD Disclosure

On August 23, 2023, the Company issued press releases regarding the matters discussed in Items 5.02 and 8.01 of this Current Report on Form 8-K. Copies of these press releases are furnished as Exhibits 99.1 and 99.2 to this report, respectively.

The information furnished in this Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.

Item 8.01 Other Events

On August 23, 2023, the Company announced that the Board has declared and authorized a quarterly dividend of $0.19 per share of common stock. The dividend payment will be made on October 10, 2023 to holders of record as of September 21, 2023.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.
Exhibit No.	Description
99.1	Press Release Annou ncing Appointment of New Director dated August 23, 2023
99.2	Press Release Announcing Quarterly Dividend dated August 23, 2023
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.

	KULICKE AND SOFFA INDUSTRIES, INC.
Date: August 23, 2023	By:	/s/ LESTER WONG
	Name:	Lester Wong
	Title:	Executive Vice President and Chief Financial Officer <br>(principal financial officer and principal accounting officer)

Document

Exhibit 99.1

Kulicke & Soffa Pte. Ltd.<br><br>23A Serangoon North Ave 5<br><br>Singapore 554369<br><br>+65 6880-9600 main<br><br>Co. Regn. No. 199902120H
Kulicke and Soffa Industries, Inc.<br>1005 Virginia Drive<br>Fort Washington, PA 19034 USA<br>+1-215-784-6000 main<br>www.kns.com

Kulicke & Soffa Appoints Denise M. Dignam to its Board of Directors

SINGAPORE – August 23, 2023 - Kulicke and Soffa Industries, Inc. (NASDAQ: KLIC) (“Kulicke & Soffa,” “K&S” or the “Company”) today announced the appointment of Denise M. Dignam to its Board of Directors.

Ms. Dignam serves as President of The Chemours Company (NYSE: CC) (Chemours) Titanium Technologies (TT) business, one of the largest manufacturers of Titanium Dioxide (TiO2) in the world. She has over 35 years of chemical industry experience across multiple areas including commercialization, sales and marketing, strategy, supply chain and operations leadership. Ms. Dignam currently serves as a Board Member of the National Mining Association, and was previously appointed as a Board Member to the United States Chamber of Commerce.

Ms. Dignam has a passion for strategy development and execution with key competencies in continuous improvement, organizational design, agile methodologies, commercial excellence, and M&A. Prior to joining TT, she led Chemours’ Advanced Performance Materials (APM) business. Under her leadership, APM achieved record financial performance, accelerated growth initiatives in clean energy and advanced electronics, announced strategic partnerships and initiatives, and reshaped the product portfolio to drive long term growth. She is a transparent and approachable leader with high standards and previously served as the executive sponsor for the Chemours Women’s Network.

Peter Kong, Chairman of the K&S Board of Directors, stated, “We welcome Denise to the K&S Board. Her global leadership experience at Chemours is impressive while her track-record of inclusivity, transparency and approachability make her a great fit to our diversified Board.”

Prior to the Chemours spin off, Ms. Dignam supported various positions in engineering, manufacturing, business development, sales, marketing, and supply chain at DuPont de Nemours since 1988. Ms. Dignam has a passion for empowering women in the workforce and is an active mentor supporting employee development. She is also a Certified Six Sigma Black Belt and earned her Bachelor of Science in Chemical Engineering from Drexel University. She has contributed to topics including Hydrogen, Semiconductors and Advanced Electronics at Chemours and through her Board Member role at the US Department of Commerce.

About Kulicke & Soffa

Founded in 1951, Kulicke and Soffa Industries, Inc. specializes in developing cutting-edge semiconductor and electronics assembly solutions enabling a smart and more sustainable future. Our ever-growing range of products and services supports growth and facilitates technology transitions across large-scale markets, such as advanced display, automotive, communications, compute, consumer, data storage, energy storage and industrial.

Contacts:

Kulicke & Soffa
Marilyn Sim
Public Relations
+65-6880 9309
msim@kns.com
Kulicke & Soffa
Joseph Elgindy
Finance
P: +1-215-784-7500
investor@kns.com

Document

Exhibit 99.2

Kulicke & Soffa Pte. Ltd.<br><br>23A Serangoon North Ave 5<br><br>Singapore 554369<br><br>+65 6880-9600 main<br><br>Co. Regn. No. 199902120H
Kulicke and Soffa Industries, Inc.<br>1005 Virginia Drive<br>Fort Washington, PA 19034 USA<br>+1-215-784-6000 main<br>www.kns.com

Kulicke & Soffa Declares Quarterly Dividend of $0.19

SINGAPORE – August 23, 2023 - Kulicke and Soffa Industries, Inc. (NASDAQ: KLIC) (“Kulicke & Soffa,” “K&S” or the “Company”) today announced that its Board of Directors has declared and authorized a quarterly dividend of $0.19 per share of common stock. This upcoming dividend payment will be made on October 10, 2023, to holders of record as of September 21, 2023.

About Kulicke & Soffa

Contacts:

Kulicke & Soffa
Joseph Elgindy
Finance
P: +1-215-784-7500
investor@kns.com