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 2, 2020
AEHR TEST SYSTEMS
(Exact
name of registrant as specified in its charter)
California
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000-22893
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94-2424084
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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400 KATO TERRACE
FREMONT, CA 94539
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(Address
of principal executive offices, including zip code)
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510-623-9400
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report)
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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))
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
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Name of
each exchange on which registered
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Symbol(s)
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Common
Stock
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AEHR
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The
NASDAQ Capital Market
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Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
September 2, 2020, at the recommendation of management, the board
of directors (the “Board”) of Aehr Test Systems (the
“Company”) approved a temporary reduction to the base
salary of its Chief Executive Officer, Chief Financial Officer and
the other Named Executive Officers (“NEOs”) disclosed
in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on September 26, 2019 (the
“Proxy Statement”) by thirty percent (30%), such
changes to be effective September 7, 2020. All other
forms of compensation paid to NEOs are unchanged from the rates
disclosed in the Proxy Statement.
Item 7.01.
Regulation FD Disclosure.
On September 8, 2020, the
Company communicated to its employees that due to the downturn in
business resulting from the widespread COVID-19 pandemic,
the Company will expand its cost reduction initiatives previously
implemented. These temporary cost reduction measures,
implemented in the fourth quarter of fiscal 2020, included
mandatory vacation and shutdown days. The expanded cost
reduction initiatives include the reduction in Named Executive
Officer salaries, noted above, an increase in mandatory shutdown
days, and the furlough of employees. These cost reduction
measures are expected to result in savings of over $500,000 per
quarter.
As of the date of this report, we cannot predict with certainty the
potential effects the COVID-19 pandemic may continue to have on our
business and our operating results. While the overall
environment remains uncertain, we continue to aggressively invest
in priority areas with the objective of driving profitable growth
over the long term.
The information contained in Item 7.01 of this Form 8-K shall not
be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly provided by specific reference in
such a filing.
SIGNATURES
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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Aehr Test
Systems
(Registrant)
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Date:
September
9,
2020
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By:
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/s/ Kenneth
B. Spink
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Kenneth B.
Spink
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Vice
President of Finance and Chief Financial
Officer
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