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): December 2, 2019
ACM Research, Inc.
(Exact Name of Registrant as Specified in its Charter)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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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 or Rule 12b-2 of the Securities Exchange Act of 1934:
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. ☑
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Other Events.
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On December 2, 2019, we issued a press release announcing that our operating subsidiary ACM Research (Shanghai), Inc., or ACM Shanghai, entered into an agreement with Shanghai Lingang
Industry Zone Economic Development Co., Ltd., or Lingang Development, and the Administrative Committee of China (Shanghai) Pilot Free Trade Zone Lingang Special Area, to initiate a bidding process with respect to a designated parcel of land, or the
Target Plot, in the Lingang area of Shanghai in the People’s Republic of China. If it completes the bidding process successfully, ACM Shanghai would seek to enter into a definitive agreement under which it would acquire rights for fifty years to the
Target Plot, on which ACM Shanghai would construct a new research and development center and production facility. The Target Plot is located approximately thirty miles from ACM Shanghai’s headquarters in Shanghai’s Zhangjiang Hi-Tech Park.
We expect the bidding and negotiation process for the land will be completed by the first half of 2020. If the process is successfully completed on that schedule, ACM Shanghai would
seek to begin construction of a new research and development center and factory on the Target Plot in the second half of 2020, with the objective of commencing production at the new facility in late 2022.
Pursuant to the existing agreement, ACM Shanghai is obligated to pay a performance bond of RMB 640,000 (approximately $90,892, based on the conversion rate of 7.04133 RMB to U.S.
dollars as of December 2, 2019, as published by the State Administration of Foreign Exchange of the People's Republic of China) to Lingang Development. In general, if ACM Shanghai decides not to proceed with the bidding and negotiation process for
the land in accordance with the requirements of the existing agreement, Lingang Development will be entitled to keep the performance bond as liquidated damages. Otherwise, Lingang Development generally will be obligated to return the performance
bond to ACM Shanghai, including if ACM Shanghai is unsuccessful in bidding for rights to the Target Plot or is successful in entering into a definitive agreement to acquire rights to the Target Plot.
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Financial Statements and Exhibits.
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Exhibits.
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Exhibit
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Description
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Press release dated December 2, 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/ Mark McKechnie | |
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Mark McKechnie
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Chief Financial Officer and Treasurer
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Dated: December 6, 2019
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Exhibit 99.1
ACM Research Announces Plans to Acquire Land Rights
for R&D and Production Center in Shanghai’s Lingang Region
FREMONT, California, December 2, 2019 (GlobeNewswire) – ACM Research, Inc. (“ACM”) (NASDAQ:ACMR), a provider of single-wafer wet cleaning equipment used by manufacturers of advanced semiconductors, today announced that its operating subsidiary ACM
Research (Shanghai), Inc. (“ACM Shanghai”) has entered into an agreement with the Shanghai Lingang Industry Zone Economic Development Co., Ltd. and the Administrative Committee of China (Shanghai) Pilot Free Trade Zone Lingang Special Area, to
initiate a bidding process to acquire land rights in the Shanghai, Lingang region. If the process is completed successfully, ACM Shanghai would construct a new R&D center and production facility on the land, located approximately 30 miles from
ACM Shanghai’s headquarters in Zhangjiang.
ACM’s President and Chief Executive Officer Dr. David Wang commented, “We are moving forward with plans to expand our long-term production capacity, as we continue our mission to become a major supplier of capital equipment to the global
semiconductor industry. The Lingang project would reflect a continuing commitment to the fast-growing China market, support growth of our operations in Korea, the United States and Taiwan, and further scale production for our SAPS, TEBO, Tahoe, ECP
and future products.”
Dr. Wang continued, “We believe that building and owning, rather than leasing our R&D and production facilities. could ultimately reduce our facility costs by 75%, and provide us with stability to make long-term R&D and manufacturing
investments to support the world-class operations demanded by our growing customer base.”
ACM Shanghai aims to complete a definitive agreement for the project by the first half of 2020, subject to a formal bidding process. The preliminary agreement contemplates that if ACM Shanghai successfully completes the process, it will purchase
rights to use the land for 50 years, begin construction of a new R&D center and factory in the second half of 2020, and start initial production in late 2022.
Forward-Looking Statements
Information presented in this press release with respect to ACM’s proposal for ACM Shanghai to acquire rights to land in Lingang and to construct facilities on that land constitutes forward-looking statements for purposes of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. ACM Shanghai may be unable to negotiate and finalize the proposed acquisition and construction on terms acceptable to, and on the schedule contemplated by, ACM Shanghai as the result
of a number of risks and uncertainties, including unanticipated delays in the bidding and negotiation process. ACM expressly disclaims any obligation to update forward-looking statements after the date of this press release.
About ACM Research, Inc.
ACM 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.
For investor and media inquiries, please contact:
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In the United States:
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The Blueshirt Group
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Ralph Fong
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+1 (415) 489-2195
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ralph@blueshirtgroup.com
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In China:
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The Blueshirt Group Asia
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Gary Dvorchak, CFA
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+86 (138) 1079-1480
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gary@blueshirtgroup.com
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