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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): MARCH 7, 2007
NEXTEST SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-51851 77-047-0150
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1901 MONTEREY RD, SAN JOSE, CA 95112
(Address of principal executive offices, with zip code)
(408) 817-7200
(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 (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))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
As announced on March 9, 2007, the Board of Directors of Nextest Systems
Corporation (the "Company") appointed Mr. Tim F. Moriarty, currently the
Company's Vice President of Sales and Marketing, as the Company's President,
effective on March 7, 2007. Mr. Robin Adler will remain the Company's Chief
Executive Officer and the Company's principal executive officer.
As the Company's President, Mr. Moriarty will be entitled to receive annual
cash compensation of $375,000, and be eligible to receive a bonus based on the
achievement of certain individual and corporate objectives, in accordance with
the Company's fiscal 2007 Management Bonus Plan. For fiscal 2007, the target
amount of Mr. Moriarty's bonus is $200,000, with Mr. Moriarty's minimum
guaranteed bonus for fiscal 2007 being $67,000.
On March 7, 2007, Mr. Moriarty was granted an option to purchase 250,000
shares of the Company's common stock, which option will vest and become
exercisable at the rate of 20% per year, beginning on July 1, 2007, for so long
as Mr. Moriarty continues to be employed by the Company. The per-share exercise
price of the option is $12.46, the closing price of the Company's common stock
on the grant date. Additionally, on March 7, 2007, Mr. Moriarty was granted
50,000 restricted shares of the Company's common stock, subject to a right of
repurchase by the Company, which right will lapse with respect to 20% of the
shares each year, beginning on August 15, 2007.
On March 9, 2007, the Company issued a press release announcing the
appointment of Mr. Moriarty as the Company's President. The text of the press
release is attached as Exhibit 99.1 hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
99.1 Press Release of Nextest Systems Corporation dated March 9, 2007
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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.
NEXTEST SYSTEMS CORPORATION
Date: March 9, 2007 By: /s/ Robin Adler
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Robin Adler
Chief Executive Officer
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