UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
________________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report: November 8, 2007
(Date
of
earliest event reported)
FORMFACTOR,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50307
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13-3711155
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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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7005
Southfront Road
Livermore,
CA 94551
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (925)
290-4000
______________________________
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:
¨
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))
TABLE
OF CONTENTS
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Item
2.02 Results of Operations and Financial
Condition.
Item
4.02 Non-Reliance on Previously Issued Financial Statements or
a Related Audit
Report
or Completed Interim Review.
Item
9.01 Financial Statements and Exhibits.
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SIGNATURES
EXHIBIT
INDEX
EXHIBIT
99.1
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On
November 9, 2007, FormFactor, Inc. (the “Company”) issued a press release
announcing its preliminary financial results for the third quarter of fiscal
year 2007, ended September 29, 2007. A copy of the press release is
furnished as Exhibit 99.1 to this report and is incorporated by reference
herein.
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
On
November 9, 2007, the Company also announced that it has substantially completed
its review of its historical practices with respect to inventory valuation.
That
review indicates that during fiscal 2006 and the first half of fiscal 2007
the
Company did not consistently follow its accounting policies for determining
inventory valuation. As a result, the Board of Directors determined on November
8, 2007 that the Company will restate its financial statements for the fiscal
year ended December 30, 2006, for each of the fiscal quarters for that year,
and
for the fiscal quarters ended March 31 and June 30, 2007.
As
a
result of the restatement, the Board of Directors also determined on November
8,
2007 that the Company’s financial statements for the fiscal year ended December
30, 2006, for each of the fiscal quarters for that year, and for the fiscal
quarters ended March 31 and June 30, 2007, should no longer be relied
upon.
Additionally,
the Company is evaluating management’s report on internal controls over
financial reporting contained in the Company’s 2006 Form 10-K, and has
determined that it is likely that it had a material weakness in internal
controls over financial reporting as of December 30, 2006. A material
weakness is a control deficiency, or a combination of control deficiencies,
that
results in more than a remote likelihood that a material misstatement of
the
annual or interim financials will not be prevented or detected. If the Company
were to conclude that a material weakness existed as of December 30, 2006,
it
would expect to receive an adverse opinion on internal control over financial
reporting from its independent registered public accounting firm.
The
Audit
Committee of the Board of Directors of the Company has reviewed this
determination and has discussed the matters disclosed in this Item 4.02(a)
with
its independent registered public accounting firm, PricewaterhouseCoopers
LLP.
Item
9.01 FINANCIAL STATEMENTS AND
EXHIBITS
(d) EXHIBITS
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99.1
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Press
Release, dated November 9, 2007, entitled “FormFactor Announces
Preliminary Third Quarter Results and Announces Intention to Restate
Historical Financial Statements in light of Revised Inventory Valuation
Estimates”
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The
information in this Form 8−K that is furnished under “Item 2.02 Results of
Operations and Financial Condition” and the accompanying Exhibit 99.1 shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, otherwise subject to the liabilities of that section or Sections 11
and
12(a)(2) of the Securities Act of 1933, or incorporated by reference in any
filing with the Securities and
Exchange
Commission, whether made before or after the date hereof, except as shall
be
expressly set forth by specific reference in such 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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FormFactor,
Inc. |
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| Dated: |
November
9, 2007 |
By: |
/s/Ronald
C. Foster
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Ronald
C. Foster
Chief
Financial Officer
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Exhibit
No.
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Description
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Press
Release, dated November 9, 2007, entitled “FormFactor Announces
Preliminary Third Quarter Results and Announces Intention to
Restate
Historical Financial Statements in light of Revised Inventory
Valuation
Estimates”
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