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PDFS > SEC Filings for PDFS > Form 8-K/A on 7-Nov-2008All Recent SEC Filings

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Form 8-K/A for PDF SOLUTIONS INC


7-Nov-2008

Completion of Acquisition or Disposition of Assets


Item 2.01 Completion of Acquisition or Disposition of Assets.
This Amendment No. 1 to the Form 8-K filed by PDF Solutions, Inc. ("PDF" or the "Company") on October 14, 2008 (File No. 000-31311) (the "Original 8-K") is being filed to amend and supplement the Original 8-K and to provide certain financial information not included in the Original 8-K as permitted under Item 9.01(4) of Form 8-K. The Original 8-K was filed pursuant to Item 2.01 of Form 8-K to report the Company's completion of its purchase (the "Sale Transaction") of substantially all the assets of Triant Technologies (2005), Inc. ("Triant"), a Fault Detection and Classification software and services provider, based in Vancouver, BC, Canada. The information previously reported in the Original 8-K, including a copy of the asset purchase agreement entered into by the parties in connection with the Sale Transaction that was attached to the Original 8-K as Exhibit 1.01, is incorporated by reference herein.
This amendment to the Original 8-K includes the following financial statements and pro forma financial information required under Item 9.01 of 8-K:
(1) audited financial statements of Triant Holdings, Inc. for the year ended December 31, 2007 and unaudited financial statements of Triant Holdings, Inc. for the six month period ended June 30, 2008 and (2) unaudited condensed pro forma financial statements of the Company and Triant Holdings, Inc. Item 9.01: Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired Audited financial statements of Triant Holdings, Inc. for the year ended December 31, 2007 and unaudited financial statements of Triant Holdings, Inc. for the six months ended June 30, 2008 as required by this Item 9.01 (a) are attached as Exhibit 99.1 hereto and incorporated into this Item 9.01(a) by reference.
(b) Pro Forma Financial Information Unaudited Pro Forma Condensed Combined Financial Statements of PDF and Triant Holdings, Inc. as required by this Item 9.01(b) are attached as Exhibit 99.2 hereto and incorporated into this Item 9.01(b) by reference.
(c) Exhibits

Exhibit
No.        Description

23.1       Consent of KPMG LLP

99.1       Audited financial statements of Triant Holdings, Inc. for the twelve
           months ended December 31, 2007 and unaudited financial statements of
           Triant Holdings, Inc. the six months ended June 30, 2008

99.2       The unaudited pro forma condensed combined balance sheet of PDF Solutions
           Inc. and Triant Holdings, Inc. as of June 30, 2008. The unaudited pro
           forma condensed combined statements of operations of PDF Solutions Inc.
           and Triant Holdings, Inc. for the twelve months ended December 31, 2007
           and the six months ended June 30, 2008.


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