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FORM > SEC Filings for FORM > Form 8-K/A on 21-Dec-2012All Recent SEC Filings

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Form 8-K/A for FORMFACTOR INC


21-Dec-2012

Completion of Acquisition or Disposition of Assets, Financial Statements and Exh


Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 17, 2012, FormFactor, Inc. ("FormFactor") filed a Current Report on Form 8-K disclosing that FormFactor had completed its acquisition (the "Acquisition") of Astria Semiconductor Holdings, Inc., a Delaware corporation ("Astria"). FormFactor is filing this Amendment No. 1 on Form 8-K/A to provide the financial statements of Astria and the pro forma financial information giving effect to the acquisition required by Items 9.01(a) and 9.01(b) of Form 8-K.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited consolidated financial statements of Astria as of December 31, 2011 and for the year ended December 31, 2011 and the notes related thereto are filed as Exhibit 99.01 to this Current Report on Form 8-K/A and are incorporated herein by reference. The consent of the independent auditors of Astria is attached hereto as Exhibit 23.01.

The unaudited interim condensed consolidated financial statements of Astria as of June 30, 2012 and for the six month periods ended June 30, 2012 and June 30, 2011 and the notes related thereto are filed as Exhibit 99.02 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2011 and for the six months ended June 30, 2012, and the unaudited pro forma condensed combined balance sheet as of June 30, 2012, and the notes related thereto, are included as Exhibit 99.03 to this Current Report on Form 8-K/A and are incorporated herein by reference.

(d) Exhibits.

Exhibit Number                              Description

2.01*            Agreement and Plan of Merger dated as of August 31, 2012 among
                 Astria Semiconductor Holdings, Inc., FormFactor, Inc., ELM
                 Acquisition, Inc. and Fortis Advisors LLC, as Equityholder
                 Representative

23.01            Consent of KPMG LLP

99.01            Audited consolidated financial statements of Astria as of
                 December 31, 2011 and for the year ended December 31, 2011, and
                 the notes related thereto

99.02            Unaudited interim condensed consolidated financial statements of
                 Astria as of June 30, 2012 and for the six months ended June 30,
                 2012 and 2011 and the notes related thereto

99.03            Unaudited pro forma condensed combined statements of operations
                 for the year ended December 31, 2011 and for the six months ended
                 June 30, 2012 and the unaudited pro forma condensed combined
                 balance sheet as of June 30, 2012 and the notes related thereto



* Incorporated by reference to Exhibit 33.01 of FormFactor's Quarterly Report on Form 10-Q filed on November 2, 2012.


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