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 29, 2010
KULICKE
AND SOFFA INDUSTRIES, INC.
(Exact
Name of Registrant as Specified in Charter)
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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 1.01
Entry into a Material Definitive Agreement.
On September 29, 2010, Kulicke and
Soffa Global Holding Corporation (the “Borrower”), a wholly-owned subsidiary of
Kulicke and Soffa Industries, Inc. (the “Company”), entered into a Facilities
Agreement (the “Facilities Agreement”) with DBS Bank Ltd. Labuan Branch (the
“Lender”). Pursuant to the Facilities Agreement, the Lender has
agreed to make available to the Borrower the following banking
facilities:
(i) a short term loan
facility of up to Twelve Million U.S. Dollars ($12,000,000) (the “STL Facility”);
and
(ii) a revolving credit
facility of up to Eight Million U.S. Dollars ($8,000,000) (the
“RC Facility”).
The STL Facility is an uncommitted
facility, and therefore, cancellable by the Lender at any time in its sole
discretion. Borrowings under the STL Facility bear interest at the
Singapore Interbank Offered Rate (“SIBOR”) plus 1.5%. The RC Facility
is a committed facility and is available to the Borrower until September 10,
2013, the maturity date. Borrowings under the RC Facility bear
interest at SIBOR plus 2.5%. The Facilities Agreement has been
entered into in order to provide support, if needed, to fund the Borrower’s
working capital requirements. There are currently no outstanding amounts under
the Facilities Agreement.
The Facilities Agreement contains
customary representations and warranties and covenants for agreements of this
nature, including covenants that require the Borrower to maintain a positive
net worth and to maintain all of its material operating accounts with DBS Bank
Ltd, Singapore. Events of default under the Facilities Agreement
include: (i) the failure to make payments when due, (ii) breach of covenants,
(iii) breach of representations and warranties, (iv) insolvency, and (v) any
material adverse change in the financial condition of the Borrower or the
Company which would affect the Borrower’s or the Company’s ability to perform
its obligations under the Facilities Agreement and the related security
documents. The Company has agreed to guarantee the Borrower’s
obligations under the Facilities Agreement pursuant to a Guaranty Agreement,
dated as September 29, 2010, by and between the Company and the
Lender.
In connection with the Facilities
Agreement, on September 29, 2010, the Borrower and the Lender entered into a
Debenture, pursuant to which the Borrower granted a security interest in
substantially all of the Borrower’s assets, which include most of the
consolidated accounts receivable and inventory of the Company and its
subsidiaries, to secure the obligations under the Facilities
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.
KULICKE
AND SOFFA INDUSTRIES, INC.
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October
5, 2010
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By:
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/s/
Michael J. Morris
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Name:
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Michael
J. Morris
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Title:
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Vice
President and Chief Financial
Officer
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