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 (Date of earliest event reported): November 5, 2019
ICHOR HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
Cayman Islands |
|
001-37961 |
|
Not Applicable |
|
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
3185 Laurelview Ct.
Fremont, California 94538
(Address of principal executive offices, including Zip Code)
(510) 897-5200
(Registrant’s telephone number, including area code)
Not Applicable
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
Ordinary Shares, par value $0.0001 |
ICHR |
The NASDAQ Stock Market LLC |
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
Transition of Thomas Rohrs to Executive Chairman; Promotion of Jeffrey Andreson to CEO
On November 5, 2019, Ichor Holdings, Ltd. (the “Company”) announced that Thomas Rohrs, current CEO of the Company, will transition to executive chairman and Jeffrey Andreson, current president of the Company, will be promoted to CEO effective as of January 6, 2020 (the “Effective Date”).
Mr. Andreson, 58, has been serving as the Company’s President since April 2019 and served as the Company’s CFO from December 2017 until April 2019. Previously, he served as CFO of Nanometrics from 2014 to 2017, a leading provider of advanced process control systems to the semiconductor industry. Prior to that Mr. Andreson served for seven years as CFO of Intevac, a leading supplier of thin-film processing equipment and digital night vision technologies. Additionally, Mr. Andreson spent 12 years at Applied Materials, where he served in several financial leadership and management positions, including as controller of the $2 billion Applied Global Services business. Mr. Andreson earned his B.S., Finance at San Jose State University and his M.B.A. at Santa Clara University.
Details relating to Mr. Rohrs’ transition and the terms of Mr. Andreson’s future compensation, each of which are not yet finalized, will be provided in an amendment to this current report on Form 8‑K prior to the Effective Date.
A copy of the press release announcing Mr. Rohrs’ transition and Mr. Andreson’s promotion to CEO is attached hereto as Exhibit 99.1.
|
Item 9.01 |
Financial Statements and Exhibits |
|
Exhibit |
|
Description |
|
|
|
|
|
|
||
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 thereunto duly authorized.
|
|
|
ICHOR HOLDINGS, LTD. |
|
|
|
|
|
Date: November 5, 2019 |
|
/s/ Larry J. Sparks |
|
|
|
Name: Larry J. Sparks |
|
|
|
Title: Chief Financial Officer |
Exhibit 99.1
Ichor Announces Jeff Andreson to Succeed Tom Rohrs as CEO Effective January 6, 2020;
Rohrs Transitions to Executive Chairman
FREMONT, Calif., November 5th, 2019 – Ichor Holdings, Ltd. (NASDAQ: ICHR), a leader in the design, engineering and manufacturing of critical fluid delivery subsystems for semiconductor capital equipment, today announces the transition of Tom Rohrs to executive chairman of the company and the promotion of Jeff Andreson to chief executive officer, effective January 6, 2020.
Remarking on Mr. Andreson’s promotion, Tom Rohrs said, “Since our IPO nearly three years ago, one of my primary goals has been to build the strongest possible team to lead the company. Since Jeff assumed the president role earlier this year, he has been doing an excellent job running the company and engaging with customers. The organization has never been stronger than it is today. Heading into 2020, I will continue to work closely with Jeff and be directly engaged with the strategic vision of Ichor as the executive chairman.”
“It is an honor to succeed Tom as CEO at a very exciting time for Ichor,” commented Jeff Andreson, president of Ichor. “We have built an exceptionally strong team to lead the company through this next phase of growth. We’ve expanded our portfolio of proprietary technologies that we believe will strengthen our partnerships with our largest customers and enable us to expand with them globally. I want to thank Tom and our other board members for their confidence and trust in me to lead the company.”
“On behalf of the entire board of directors, I want to thank Tom for his strong leadership, strategic vision, and execution of our financial performance objectives during his tenure as CEO of Ichor,” added Andrew Kowal, the company’s longest-serving independent director. “We look forward to continuing to collaborate with Tom in his ongoing role with the company as executive chairman and have great confidence in Jeff and the team to execute on the many strategic opportunities ahead.”
About Ichor
We are a leader in the design, engineering and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment. Our product offerings include gas and chemical delivery subsystems, collectively known as fluid delivery subsystems, which are key elements of the process tools used in the manufacturing of semiconductor devices. Our gas delivery subsystems deliver, monitor and control precise quantities of the specialized gases used in semiconductor manufacturing processes such as etch and deposition. Our chemical delivery subsystems precisely blend and dispense the reactive liquid chemistries used in semiconductor manufacturing processes such as chemical-mechanical planarization, electroplating, and cleaning. We also manufacture precision-machined components, weldments, and proprietary products for use in fluid delivery systems for direct sales to our customers. We also manufacture certain components for internal use in fluid delivery systems and for direct sales to our customers. This vertically-integrated portion of our business is primarily focused on metal and plastic parts that are used in gas and chemical systems, respectively. Ichor is headquartered in Fremont, CA. www.ichorsystems.com.
Source: Ichor Holdings, Ltd.
Contact:
Larry Sparks, CFO 510-897-5200
Claire McAdams, IR & Strategic Initiatives 530-265-9899
IR@ichorsystems.com