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
July 12, 2023
Date of Report (date of earliest event reported)
(Exact name of Registrant as specified in its charter)
| State of Delaware | 0-26946 | 94-3125814 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification Number) |
3560 Bassett Street
Santa Clara, CA 95054
(Address of principal executive offices)
(408) 986-9888
(Registrant’s telephone number, including area code)
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:
| ☐ | 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 ($0.001 par value) | IVAC | The Nasdaq Stock Market LLC (Nasdaq) Global Select |
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 originally filed with the U.S. Securities and Exchange Commission by Intevac, Inc. (the “Company”) on July 18, 2023 (the “Original Report”). As previously reported in the Original Report, on July 14, 2023, the Company’s Board of Directors (“the Board”) appointed Kevin H. Soulsby as interim Chief Financial Officer. The sole purpose of this Amendment is to disclose changes to Mr. Soulsby’s compensation as a result of such appointment.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 16, 2023, the Board increased Mr. Soulsby’s base salary to $250,000 per year and granted Mr. Soulsby a special restricted stock unit (“RSU’) award of 30,000 time-based RSUs, to vest on the earlier of (1) the date on which a new, full-time Chief Financial Officer commences employment with the Company and (2) August 15, 2024. Mr. Soulsby will also continue to be eligible to participate in all employee benefit programs that are applicable to executives in his position.
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.
| INTEVAC, INC. | ||||||
| Date: August 22, 2023 | /s/ KEVIN SOULSBY | |||||
| Kevin Soulsby | ||||||
| Interim Chief Financial Officer and Treasurer | ||||||