Form 8-K - Current report

KULICKE & SOFFA INDUSTRIES INC0000056978falseSingapore00000569782024-12-022024-12-020000056978dei:OtherAddressMember2024-12-022024-12-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

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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): December 2, 2024  

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KULICKE AND SOFFA INDUSTRIES, INC.

(Exact name of registrant as specified in its charter) 

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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: [phone]  

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. ☐

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Item 7.01     Regulation FD Disclosure

On December 2, 2024, Kulicke and Soffa Industries, Inc. (the “Company”) issued a press release regarding the matters discussed in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished in Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission (the “SEC”) thereunder, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.

Item 8.01      Other Events

On December 2, 2024, Kulicke and Soffa Industries, Inc. (the “Company”) issued a press release announcing that it has completed its $800 million share repurchase program, which was originally initiated during its fiscal fourth quarter of 2017 (the "Prior Program").

The Company will initiate the new $300 million share repurchase program upon the completion of the Prior Program. Under this new share repurchase program, the Company may repurchase shares of its common stock through open market and privately negotiated transactions at prices deemed appropriate by management. The timing and amount of repurchase transactions under this program will depend on market conditions, cash availability as well as corporate and other considerations.

Item 9.01			Financial Statements and Exhibits.
(d)			Exhibits.
Exhibit No.			Description
99.1			Press Release dated December 2, 2024
104			Inline XBRL for the cover page of this Current Report on Form 8-K

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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: December 2, 2024			By:			/s/ LESTER WONG
			Name:			Lester Wong
			Title:			Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)

Exhibit 99.1

			Kulicke & Soffa Pte. Ltd. 23A Serangoon North Ave 5 Singapore 554369 [phone] main Co. Regn. No. 199902120H
			Kulicke and Soffa Industries, Inc. 1005 Virginia Drive Fort Washington, PA 19034 USA [phone] main www.kns.com

Kulicke & Soffa Completes Share Repurchase Program

$900 Million Cumulatively Deployed in Share Repurchase Programs

Initiates New $300 Million Share Repurchase Program

SINGAPORE – December 2, 2024 - Kulicke and Soffa Industries, Inc. (NASDAQ: KLIC) (“Kulicke & Soffa,” “K&S” or the “Company”), announced today that it has completed its $800 million share repurchase program, originally initiated during its fiscal fourth quarter of 2017. Under this program, K&S repurchased approximately 22.7 million shares at an average price of approximately $35.25 per share. The completion of the program demonstrates the Company’s commitment to its long-term growth prospects and delivering value directly to shareholders.

As previously announced on November 13, 2024, K&S again expanded its shareholder return activities with a new $300 million share repurchase program, intended to initiate upon the prior program’s completion. Under this new program, Kulicke & Soffa may repurchase shares of its common stock through open market and privately negotiated transactions at prices deemed appropriate by management. The timing and amount of repurchase transactions under this program will depend on market conditions, cash availability as well as corporate and other considerations. As of the end of its fiscal fourth quarter 2024, K&S had $577.1 million in cash, cash equivalents and short-term investments and approximately 54.9 million weighted average shares outstanding.

Cumulatively, since the announcement of the Company’s initial repurchase program on August 27, 2014, K&S has deployed $900 million to repurchase a total of 30.9 million shares, at an average price of approximately $29.12 per share, in accelerated and open-market transactions.

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.

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Caution Concerning Results, Forward-Looking Statements and Certain Risks Related to our Business

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, 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 persistent macroeconomic headwinds on our business, actual or potential inflationary pressures, interest rate and risk premium adjustments, falling customer sentiment, or economic recession caused directly or indirectly by geopolitical tensions, our ability to operate our business in accordance with our business plan and the other factors listed or discussed in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024, filed on November 14, 2024, 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 & Soffa
Marilyn Sim
Public Relations
P: [phone]
[e-mail]

Kulicke & Soffa
Joseph Elgindy
Finance
P: [phone]
[e-mail]

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Document and Entity Information	Dec. 02, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 02, 2024
Entity Registrant Name	KULICKE & SOFFA INDUSTRIES INC
Entity Central Index Key	0000056978
Amendment Flag	false
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
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
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

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