Blueprint
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 17,
2019
ACM Research, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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001-38273
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94-3290283
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(State or Other
Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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42307 Osgood Road, Suite I
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Fremont, California
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94539
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(510)
445-3700
Not Applicable
(Former Name or Former Address, If Changed Since Last
Report)
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:
□ 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))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.0001 per share
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ACMR
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Nasdaq Global Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2 of this
chapter).
Emerging growth company ☑
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☑
Item 7.01 Regulation FD
Disclosure.
On June 17, 2019, we
announced a strategic plan to list the shares of our principal
operating subsidiary, ACM (Shanghai) Research, Inc., on the
Shanghai Stock Exchange’s Sci-Tech InnovAtion BoaRd, within
the next three years. We issued
a press release titled
“ACM Research Announces Strategic Plan to Extend Access to
China’s Capital Markets,” a copy of which is included
as Exhibit 99.01 to this Current Report on Form
8-K.
Also on June 17,
2019, we are posting an investor presentation to our website
(www.acmrcsh.com) related to the proposed listing of shares of ACM
(Shanghai) Research, Inc. on the Sci-Tech InnovAtion BoaRd. A copy
of this investor presentation is furnished as Exhibit 99.02 to this
Current Report on Form 8-K and is incorporated herein by
reference.
The
information contained herein, including the exhibits furnished
hereto, is intended to be furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except as expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and
Exhibits.
Exhibit
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Description
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Press
Release of ACM Research, Inc. dated June 17,
2019
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Investor Presentation of ACM Research, Inc. dated June 17,
2019
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SIGNATURE
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.
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ACM RESEARCH, INC.
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By:
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/s/
David H. Wang
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David H. Wang
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Chief Executive Officer and President
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Dated: June 17, 2019
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Blueprint
ACM Research Announces Strategic Plan
to Extend Access to China’s Capital Markets
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Process initiated to list shares of subsidiary ACM Shanghai on STAR
Market
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Definitive agreements executed for private placement in subsidiary
to meet listing requirements
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ACM Research committed to maintaining Nasdaq listing and focusing
on global opportunities
Conference call at 5 pm ET today, June 17, 2019
FREMONT,
California, June 17, 2019 (GlobeNewswire) – ACM Research,
Inc. (“ACM” or the “Company”)
(NASDAQ:ACMR), a provider of single-wafer wet cleaning equipment
used by manufacturers of advanced semiconductors, today announced a
strategic plan to extend its access to China’s capital
markets to further support ACM’s mission to become a leading
global provider of semiconductor capital equipment.
ACM
will seek to list, within the next three years, shares of its
principal operating subsidiary ACM (Shanghai) Research, Inc.
(“ACM Shanghai”) on the Shanghai Stock Exchange’s
Sci-Tech
innovAtion boaRd (the “STAR Market,” previously
referred to as the Science and Technology Innovation Board or
STIB), a new exchange intended to support innovative companies in
China. ACM plans to list ACM Shanghai shares on the STAR Market to
access a new source of growth capital in its primary market, raise
ACM’s profile with investors and potential customers in the
region, and help solidify ACM’s position as a global supplier
to the semiconductor capital equipment market.
To
qualify for a STAR Market listing, ACM Shanghai is required to have
multiple independent shareholders. As a first step, ACM entered
into agreements on June 12, 2019 under which third-party investors
will invest an aggregate of RMB 161.8 million ($23.5 million at
current exchange rates) into ACM Shanghai at a pre-money valuation
of RMB 4.65 billion ($674.5 million), and agreements with ACM
Shanghai employee entities to invest an aggregate of RMB 26.1
million ($3.8 million) at a pre-money valuation of RMB 3.72 billion
($539.6 million). The total proceeds of RMB 187.9 million ($27.3
million) from the investments are due in July 2019 and will be
reserved by ACM Shanghai in segregated accounts until ACM Shanghai
completes a successful listing on the STAR Market. If the Company
abandons the Star Market listing or the listing is not completed in
approximately three years, ACM Shanghai will return the original
capital amount to the investors. Participants include SL Capital
Partners, several China-based private equity firms, and other
China-based investors.
ACM’s
President and Chief Executive Officer Dr. David
Wang commented, “Our plan is intended to better align
ACM’s capital structure with its mission to become a leading
global provider of semiconductor capital equipment, where our
innovative SAPS, TEBO, Tahoe and ECP technologies position us for
significant growth. We are acting now in order to realize a
favorable valuation, to solidify ACM’s position as a key
local player in China, and to fund the development of the
world-class capabilities necessary to win additional large IC
manufacturers as customers.”
Wang
continued, “Our global headquarters will remain in Fremont,
California, and we are committed to maintaining the Nasdaq listing
of ACM’s Class A common stock. We believe listing in two
stock markets will further enable us not only to scale our business
in mainland China, but also to open our business to broader
opportunities in Taiwan, Korea, Japan, Europe, and the United
States. A key element of our growth strategy is to be close to
customers, close to world-class engineering talent, and close to
our supply chain, as well as to our investors.”
Conference Call Details
A
conference call to discuss the proposed STAR Market listing will be
held on Monday, June 17, 2019, at 5:00 p.m. Eastern Time
(Tuesday, June 18, 2009 at 5:00 a.m. China Time). Dial-in details
for the call are as follows. Please reference conference ID
8374956.
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Phone
Number
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Toll-Free
Number
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United
States
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+ 1 (845)
675-0437
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+ 1 (866)
519-4004
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Hong
Kong
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+ 852
30186771
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+ 852
800906601
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Mainland
China
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+ 86
8008190121
+
86 4006208038
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Other
International
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+ 65
67135090
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A
recording of the webcast will be available on the investor page of
the ACM website at www.acmrcsh.com following the call.
Forward-Looking Statements
This
press release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “believe,” “expect,”
“will,” “would,” and “plan” and
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters.
Forward-looking statements include statements in this press release
regarding: the proposed listing of ACM Shanghai shares on the STAR
Market (including the private investments by China-based investors
in furtherance of such listing); the timing of such proposed STAR
Market listing (including the timing of the funding of the proposed
private investments); ACM’s expectations with respect to the
impact of the proposed STAR Market listing on ACM and its product
offerings, customer perceptions, revenue and earnings; ACM’s
projected future performance, including revenue and earnings, and
ACM’s future access to capital markets, including its ability
to maintain the Nasdaq listing of its Class A common stock; and the
future launch, development and operation of the STAR Market by the
Shanghai Stock Exchange. Forward-looking statements are based on
ACM’s current expectations and beliefs, and involve a number
of risks and uncertainties that are difficult to predict and that
could cause actual results to differ materially from those stated
or implied by the forward-looking statements. Those risks and
uncertainties include, but are not limited to, the ability to
successfully complete the proposed STAR Market listing of ACM
Shanghai shares. A further description of these risks,
uncertainties, and other matters can be found in filings ACM makes
with the Securities and Exchange Commission. Because
forward-looking statements involve risks and uncertainties, actual
results and events may differ materially from results and events
currently expected by ACM, and ACM assumes no obligation and
expressly disclaims any duty to update information contained in
this press release except as required by law.
About ACM Research, Inc.
ACM
Research develops, manufactures and sells single-wafer wet
cleaning equipment, which semiconductor manufacturers can use in
numerous manufacturing steps to remove particles, contaminants and
other random defects, and thereby improve product yield, in
fabricating advanced integrated circuits.
©
ACM Research, Inc. The ACM logo, SAPS, TEBO and Tahoe are
trademarks of ACM Research, Inc. For convenience, these trademarks
appear in this press release without ™ symbols, but that
practice does not mean that ACM will not assert, to the fullest
extent under applicable law, its rights to the trademarks. This
press release also contains other companies’ trademarks,
registered marks and trade names, which are the property of those
companies.
For investor and media inquiries, please contact:
In the United
States:
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The Blueshirt
Group
Ralph
Fong
+1
(415) 489-2195
ralph@blueshirtgroup.com
|
In China:
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The Blueshirt Group
Asia
Gary
Dvorchak, CFA
+86
(138) 1079-1480
gary@blueshirtgroup.com
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