8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

____________________________________________________

FORM 8-K/A

____________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 4, 2023 

____________________________________________________

KULICKE AND SOFFA INDUSTRIES, INC.

(Exact name of registrant as specified in its charter) 

 ____________________________________________________ 

Pennsylvania	000-00121	23-1498399
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 23A Serangoon North Avenue 5, #01-01, Singapore 554369

1005 Virginia Dr., Fort Washington, PA 19034

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (215) 784-6000  

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 (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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Without Par Value	KLIC	The Nasdaq Global Market

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. ☐

Explanatory note

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K furnished by Kulicke and Soffa Industries, Inc. (the “Company”) on May 3, 2023 (the “Original Form 8-K”). The Original Form 8-K was furnished with the United States Securities and Exchange Commission to report the Company’s financial results for its second fiscal quarter ended April 1, 2023.

This Amendment amends Item 2.02 of the Original Form 8-K solely to correct an inadvertent error in the press release furnished as Exhibit 99.1 thereto. As previously furnished, the “Second Quarter Fiscal 2023 Financial Highlights” and “Reconciliation of U.S. GAAP Cash Provided by Operating Activities to Non-GAAP Adjusted Free Cash Flow,” in the press release reflected incorrect data in the GAAP cash from operations and adjusted free cash flow for the three months ended April 1, 2023 and April 2, 2022. A correction to the press release is furnished as Exhibit 99.1 to this Amendment. No other changes have been made to the Original Form 8-K.

Item 2.02     Results of Operations and Financial Condition.

On May 3, 2023, the Company issued a press release with respect to its financial results for its second fiscal quarter ended April 1, 2023. A correction to the press release, dated May 4, 2023, is furnished as Exhibit 99.1 to this report, and is incorporated by reference into this Item 2.02 as if fully set forth herein.

The information in this report, furnished under “Item 2.02 Results of Operations and Financial Condition,” shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits.
Exhibit No.	Description
99.1	Press Release dated May 4, 2023
104	Inline XBRL for the cover page of this Current Report on Form 8‑K.

SIGNATURE

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.

	KULICKE AND SOFFA INDUSTRIES, INC.
Date: May 4, 2023	By:	/s/ LESTER WONG
	Name:	Lester Wong
	Title:	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)

EX-99.1

Exhibit 99.1

	Kulicke & Soffa Pte. Ltd. 23A Serangoon North Ave 5 Singapore 554369 +65 6880-9600 main Co. Regn. No. 199902120H
	Kulicke and Soffa Industries, Inc. 1005 Virginia Drive Fort Washington, PA 19034 USA +1-215-784-6000 main www.kns.com

Correction Notice of Second Quarter 2023 Results Press Release

Singapore – May 4, 2023 – Kulicke and Soffa Industries, Inc. (NASDAQ: KLIC) (“Kulicke & Soffa,” “K&S” or the “Company”), today announced a correction to its press release originally issued on May 3, 2023, announcing the Company's unaudited financial results for the second fiscal quarter ended April 1, 2023.

In the original press release, the GAAP cash from operations and adjusted free cash flow was incorrectly reflected as the six-month periods ended April 1, 2023 and April 2, 2022. This has been corrected to reflect the GAAP cash from operations and adjusted free cash flow for the three-month periods ended April 1, 2023 and April 2, 2022.

These corrections are disclosed in the updated “Second Quarter Fiscal 2023 Financial Highlights” and the related reconciliation table within the “Reconciliation of U.S. GAAP Cash provided by Operating Activities to Non-GAAP Adjusted Free Cash Flow”.

The unaudited financial statements were correct in the original press release and have not changed. Likewise, the other U.S. GAAP to Non-GAAP reconciliation tables were also correct and have not changed.

Second Quarter Fiscal 2023 Financial Highlights

•Net revenue of $173.0 million.

•Gross margin of 48.6%.

•Net income of $15.0 million or $0.26 per share; non-GAAP net income of $21.9 million or $0.38 per share.

•GAAP cash from operations of $1.8 million; Adjusted free cash flow of $(8.6) million

•Cash, cash equivalents, and short-term investments were $734.1 million as of April 1, 2023.

•The Company repurchased a total of 0.1 million shares of common stock at a cost of $5.0 million.

Reconciliation of U.S. GAAP Cash provided by Operating Activities to Non-GAAP Adjusted Free Cash Flow

(In thousands, except percentages)

(unaudited)

	Three months ended
	April 1, 2023		April 2, 2022		December 31, 2022
U.S. GAAP net cash provided by operating activities	$	1,820	$	73,135	$	85,116
Expenditures for property, plant and equipment	(10,637)		(2,947)		(13,878)
Proceeds from sales of property, plant and equipment	235		119		—
Non-GAAP adjusted free cash flow	(8,582)		70,307		71,238

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About Kulicke & Soffa

Founded in 1951, Kulicke & Soffa specializes in developing cutting-edge semiconductor and electronics assembly solutions enabling a smart and more sustainable future. Our ever-growing range of products and services supports growth and facilitates technology transitions across large-scale markets, such as advanced display, automotive, communications, compute, consumer, data storage, energy storage and industrial.

Caution Concerning Results and Forward-Looking Statements

In addition to historical statements, this press release contains statements relating to future events and our future results. These statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our judgments and future expectations concerning our business, including the importance and competitiveness of our advanced display products and other emerging technology transitions, a number of risks, uncertainties and other important factors could cause actual developments and results to differ materially from our expectations. These factors include, but are not limited to, the effects of the COVID-19 pandemic and macroeconomic headwinds on our business, our ability to develop, manufacture and gain market acceptance of new products, and the other factors listed or discussed in our Annual Report on Form 10-K for the fiscal year ended October 1, 2022, filed on November 17, 2022, and our other filings with the Securities and Exchange Commission. Kulicke and Soffa Industries, Inc. is under no obligation to (and expressly disclaims any obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

Contacts:

Kulicke and Soffa Industries, Inc.

investor@kns.com

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XML

Cover	May 04, 2023
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	May 04, 2023
Entity Registrant Name	KULICKE & SOFFA INDUSTRIES INC
Entity Incorporation, State or Country Code	PA
Entity File Number	000-00121
Entity Tax Identification Number	23-1498399
Entity Addresses [Line Items]
Entity Address, Address Line One	23A Serangoon North Avenue 5
Entity Address, Address Line Two	#01-01
Entity Address, Country	SG
Entity Address, City or Town	Singapore
Entity Address, Postal Zip Code	554369
Document Period End Date	May 04, 2023
City Area Code	215
Local Phone Number	784-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, Without Par Value
Trading Symbol	KLIC
Security Exchange Name	NASDAQ
Entity Central Index Key	0000056978
Amendment Flag	false
Principal Executive Offices
Entity Addresses [Line Items]
Entity Address, Address Line One	1005 Virginia Dr.
Entity Address, City or Town	Fort Washington
Entity Address, Postal Zip Code	19034
Entity Address, State or Province	PA