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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