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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)
September 9, 2019
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
Symbol(s)
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Name of
each exchange on which registered
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Common
Stock
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AEHR
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The
NASDAQ Capital Market
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Item 8.01. Other Events.
On
September 9, 2019, the board of directors (the “Board”)
of Aehr Test Systems (the “Company”) appointed Laura
Oliphant to serve on the Audit Committee of the Board (the “Audit
Committee”) and the Compensation Committee of the
Board (the
“Compensation Committee”).
As
previously disclosed, on August 21, 2019, the Company provided to
the NASDAQ Stock Market (“NASDAQ”) notice that, as a
result of the vacancies on
the Audit Committee and the Compensation Committee
created by the death of Dr. William W. R. Elder, OBE on August 17,
2019, the Company no longer complied with NASDAQ Listing Rule
5605(c)(2)(A), which requires that the Audit Committee be comprised
of at least three directors who meet certain independence and other
requirements, and NASDAQ Listing Rule 5605(d)(2)(A), which requires
that the Compensation Committee be comprised of at least two
directors who meet certain independence and other requirements.
With the appointment of Ms. Oliphant to the Audit Committee and the
Compensation Committee, the Company has regained compliance with
NASDAQ Listing Rule 5605(c)(2)(A) and NASDAQ Listing Rule
5605(d)(2)(A).
On
September 9, 2019, the Board appointed Howard T. Slayen to serve on
the Corporate Governance and Nominating Committee of the
Board.
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
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(Registrant)
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Date: September 11,
2019
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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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