S-8 1 ny20023948x2_s8.htm S-8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
     
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
     
ACM RESEARCH, INC.
(Exact name of registrant as specified in its charter)
Delaware
  
94-3290283
(State or other jurisdiction of
  
(I.R.S. Employer Identification No.)
incorporation or organization)
    
     
42307 Osgood Road, Suite I
    
Fremont, California
  
94539
(Address of principal executive offices)
  
(Zip code)

     
2016 Omnibus Incentive Plan
(Full title of the plan)

     
David H. Wang
Chief Executive Officer and President
ACM Research, Inc.
42307 Osgood Road, Suite I
Fremont, California 94539
(510) 445-3700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:
Michael A. Hedge
Jason C. Dreibelbis
K&L Gates LLP
1 Park Plaza, Twelfth Floor
Irvine, California 92614
(949) 253-0900

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
 
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 7(a)(2)(B) of the Securities Act. ☐

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 relating to the 2016 Omnibus Incentive Plan of the registrant is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-222702, filed by the registrant with the Securities and Exchange Commission on January 25, 2018.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.
Exhibit Number
  
Description
     
 
Restated Certificate of Incorporation of ACM Research, Inc. (incorporated herein by reference to Exhibit 3.01 to the Current Report on Form 8-K filed on November 14, 2017)
 
Certificate of Amendment to Restated Certificate of Incorporation of ACM Research, Inc., dated July 13, 2021 (incorporated herein by reference to Exhibit 3.01 to the Current Report filed on July 13, 2021)
 
Restated Bylaws of ACM Research, Inc. (incorporated herein by reference to Exhibit 3.02 to the Current Report on Form 8-K filed on November 14, 2017)
 
Opinion of K&L Gates LLP
 
Consent of Ernst & Young Hua Ming LLP
 
Consent of Armanino LLP
 
Consent of BDO China Shu Lun Pan Certified Public Accountants LLP
 
Consent of K&L Gates LLP (included in Exhibit 5.1)
 
Power of Attorney (included on the signature page of this registration statement)
 
ACM Research, Inc. 2016 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on December 8, 2017)
 
Filing Fee Table

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, as of March 18, 2024.
ACM RESEARCH, INC.



/s/ Mark A. McKechnie

Mark A. McKechnie
 
Chief Financial Officer, Executive Vice President and Treasurer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints David H. Wang and Mark A. McKechnie, or any of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act of 1933 to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature
Title
Date





/s/ David H. Wang
Chief Executive Officer, President
March 18, 2024
David H. Wang
and Chair of the Board of Directors
(Principal Executive Officer)






/s/ Mark A. McKechnie
Chief Financial Officer, Executive Vice President and Treasurer
March 18, 2024
Mark A. McKechnie
(Principal Financial and Accounting Officer)






/s/ Haiping Dun
Director
March 18, 2024
Haiping Dun








/s/ Chenming Hu
Director
March 18, 2024
Chenming Hu








/s/ Tracy Liu
Director
March 18, 2024
Tracy Liu








/s/ Xiao Xing
Director
March 18, 2024
Xiao Xing