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)

June 15, 2009

VERIGY LTD.

(Exact name of registrant as specified in its charter)

 

Singapore   000-52038   N/A

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Verigy Ltd.

No. 1 Yishun Ave. 7

Singapore 768923

(Address of principal executive offices, including zip code)

+65 6755-2033

(Registrant’s telephone number, including area code)

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))

 

 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 15, 2009, Verigy Ltd. (“Verigy”), through a newly formed indirect wholly-owned subsidiary, completed the acquisition of substantially all of the assets of Touchdown Technologies, Inc., a Delaware corporation. The consideration payable in the acquisition consists of the assumption of certain liabilities of Touchdown as well as contingent consideration payable based on revenue from probe card sales during a five year period beginning November 1, 2009. There is no minimum or maximum amount of contingent consideration payable pursuant to the acquisition agreement.

Verigy will file with the Securities and Exchange Commission (the “SEC”) the financial statements and pro forma financial information required to be filed pursuant to Rule 3-05 of Regulation S-X and Article 11 of Regulation S-X under the Securities Act of 1933, as amended within 71 days of the date on which this Current Report on Form 8-K was required to be filed with the SEC.

 

Item 9.01. Financial Statements and Exhibits.

 

  (a) Financial Statements of Business Acquired .

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment or otherwise within 71 calendar days after June 19, 2009, the date by which this Current Report was required to be filed pursuant to General Instruction B.1. of Form 8-K.

 

  (b) Pro Forma Financial Information .

The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment or otherwise within 71 calendar days after June 19, 2009, the date by which this Current Report must be filed pursuant to General Instruction B.1. of Form 8-K.

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.

 

Verigy Ltd.
By:   /s/ Kenneth M. Siegel
  Kenneth M. Siegel
  Vice President and General Counsel

Date: June 15, 2009

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