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PDFS > SEC Filings for PDFS > Form 8-K on 2-Sep-2008All Recent SEC Filings

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Form 8-K for PDF SOLUTIONS INC


2-Sep-2008

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement.
On August 27, 2008, the Registrant entered into an Asset Purchase Agreement (the "Purchase Agreement") with Triant Holdings, Inc. and Triant Technologies
(2005) Inc. ("Triant"), pursuant to which the Registrant agreed to purchase certain of the assets of Triant for an aggregate purchase price of approximately US$1,750,000 (the "Sale Transaction"). The Purchase Agreement provides for the purchase of substantially all of the assets of Triant's Fault Detection & Classification business, including certain customer contracts, technologies and employees, other than $120,000 in receivables being retained by Triant. US$374,000 of the US$1,750,000 consideration will be retained in escrow for three months following the latest date on which notices are sent to creditors and potential claimants of Triant pursuant to its liquidation and wind-up following the closing of the Sale Transaction. This description of the Sale Transaction does not purport to be complete, and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 1.01 to this report and incorporated by reference into this Item 1.01. Terms not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. The Registrant issued a press release regarding the signing of the Purchase Agreement, which is attached hereto as Exhibit 99.1. None of the officers and directors of the Registrant, the Registrant or the Sellers have any other relationship with each other.



Item 9.01 Financial Statements and Exhibits.

  Exhibit No.                             Description
     1.01       Asset Purchase Agreement entered into August 27, 2008 by and
                among Triant Holdings, Inc. and Triant Technologies (2005) Inc.,
                and PDF Solutions, Inc. (1)

     99.1       Press Release dated August 27, 2008 regarding the Registrant's
                signing of a definitive agreement to acquire certain assets of
                Triant Technologies (2005) Inc.

(1) All schedules and attachments to this Exhibit have been omitted in accordance with Item 601(b) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of all omitted schedules and exhibits to the Securities and Exchange Commission upon its request.


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