8-K

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

August 15, 2018

Date of Report (date of earliest event reported)

INTEVAC, INC.

(Exact name of Registrant as specified in its charter)

State of Delaware	0-26946	94-3125814
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

3560 Bassett Street

Santa Clara, CA 95054

(Address of principal executive offices)

(408) 986-9888

(Registrant’s telephone number, including area code)

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:

☐ 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.    ☐

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

(a) Appointment of Director

On August 15, 2018, the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Dr. Stephen A. Jamison, night vision technologist to the Board, effective as of August 15, 2018, and, effective upon the appointment of Dr. Jamison to the Board, increased the size of the Board to seven members. The Board appointed Dr. Jamison to serve as a member of the Compensation Committee.

Dr. Jamison is not a party to any arrangement or understanding pursuant to which Dr. Jamison was selected as a director, nor is Dr. Jamison a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Dr. Jamison will receive an option grant of 25,000 shares as well as a $45,000 annual cash retainer for directors in accordance with the Company’s standard non-employee director compensation guidelines.

A copy of the press release issued by the Company announcing the appointment of Dr. Jamison to the Board is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release.

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.

	INTEVAC, INC.
Date: August 16, 2018	/s/ JAMES MONIZ
	James Moniz
	Executive Vice President, Finance and Administration, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

 

James Moniz Chief Financial Officer (408) 986-9888 Claire McAdams Investor Relations (530) 265-9899

Intevac Adds Veteran Night Vision Technologist to Board of Directors

with Appointment of Dr. Stephen A. Jamison

SANTA CLARA, Calif. — August 16, 2018 – Intevac, Inc. (Nasdaq: IVAC), a leading supplier of thin-film processing systems and digital night-vision technologies, today announced that Stephen A. Jamison, PhD, has been named to the Company’s Board of Directors, effective August 15^th. Dr. Jamison brings to Intevac over 30 years of expertise in the field of night vision and imaging technology for military applications.

“We are pleased to have this opportunity to continue to broaden the expertise available at the Company, by appointing a veteran imaging technologist as a member of the Board of Directors,” commented David S. Dury, Chairman of the Board. “Dr. Jamison brings a wealth of experience in the military night vision and imaging industry, which will be a valuable asset to our Photonics business. We look forward to his contributions as the Board continues to focus on increasing stockholder value for the Company. In my first year as Intevac’s Chairman we have, among other things, focused on refreshing and broadening the direct domain expertise on our Board. With the addition of Dr. Jamison, we have now added three new Board members, out of a total of seven, each of whom brings expertise specific to our major growth initiatives.”

Dr. Jamison most recently worked as a senior program consultant for night vision technology at Fibertek, assigned to U.S. Army Night Vision Lab (NVESD), from 2011 until 2018. Prior to Fibertek, he was a technology fellow with Rand Corporation also at NVESD, from 2009 until 2011. Previously, Dr. Jamison was a vice president and general manager of BAE Systems, from 2001 until 2008. Prior posts include vice president of engineering and vice president of operations at Lockheed Martin, director and chief engineer at Loral, and manager and section head at Honeywell. Dr. Jamison received his PhD in physics from Brown University.

About Intevac

Intevac was founded in 1991 and has two businesses: Thin-film Equipment and Photonics.

In our Thin-film Equipment business, we are a leader in the design and development of high-productivity, thin-film processing systems. Our production-proven platforms are designed for high-volume manufacturing of substrates with precise thin film properties, such as the hard drive media, display cover panel, and solar photovoltaic markets we serve currently.

In our Photonics business, we are a recognized leading developer of advanced high-sensitivity digital sensors, cameras and systems that primarily serve the defense industry. We are the provider of integrated digital imaging systems for most U.S. military night vision programs.

For more information call 408-986-9888, or visit the Company’s website at www.intevac.com.