Form 8-K SemiLEDs Corp For: Apr 15

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): April 15, 2016

SEMILEDS CORPORATION

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code: +886-37-586788

N/A

(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 registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.03. Material Modifications to Rights of Security Holders.

The information set forth in Item 5.03 is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 15, 2016, SemiLEDs Corporation (the “Company”) amended its articles of incorporation to effect a one-for-ten reverse stock split (the “Reverse Stock Split”) of its shares of common stock. The Reverse Stock Split was approved by the Company’s board of directors on January 7, 2016 and by the Company’s shareholders on April 12, 2016. The final ratio of the Reverse Stock Split included in the amendment was approved by the Company’s board of directors on April 12, 2016, and did not require the separate approval of the Company’s shareholders as it was within the range previously approved.

As a result of the Reverse Stock Split, every ten shares of the Company’s common stock will be combined into one share of its common stock. The Company will pay cash in lieu of any fractional shares resulting from the Reverse Stock Split.

The Reverse Stock Split will become effective at 5:00 pm, Eastern Time, on April 15, 2016 and the Company’s common stock will trade on the NASDAQ Capital Market on a post-split basis at the open of business on April 18, 2016. The Company’s post-split common stock will have a new CUSIP number (816645204), but the par value and other terms of its common stock will not be affected by the Reverse Stock Split. In addition, the Reverse Stock Split will not reduce the number of authorized shares of common stock. Proportionate voting rights and other rights of shareholders will not be affected by the Reverse Stock Split, other than as a result of the fractional shares.

The Company’s transfer agent, American Stock Transfer & Trust Company, LLC, is acting as exchange agent for the Reverse Stock Split and will send instructions to shareholders of record regarding the exchange of their existing holdings.

The description of the amendment set forth above is qualified by reference to the full text of the Company’s Certificate of Amendment to the Amended and Restated Certificate of Incorporation, a copy of which is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On April 15, 2016, the Company issued a press release with respect to the Reverse Stock Split, which is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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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 thereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 3.1

CERTIFICATE OF AMENDMENT OF AMENDED

AND RESTATED CERTIFICATE OF INCORPORATION OF SEMILEDS CORPORATION

The undersigned, Trung Tri Doan, hereby certifies that:

1.          He is the duly elected and acting Chief Executive Officer of SemiLEDs Corporation, a Delaware corporation.

2.          The Certificate of Incorporation of this corporation was originally filed with the Delaware Secretary of State on January 4, 2005.

3.          Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment of Restated Certificate of Incorporation amends Article IV of this corporation’s Certificate of Incorporation to read to add the following sentences to the end thereof:

“Effective as of the close of business on April 15, 2016, each 10 shares of the issued and outstanding shares of Common Stock of this corporation shall thereby and thereupon automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock of this corporation (the “Reverse Stock Split”). No scrip or fractional shares will be issued by reason of the Reverse Stock Split. In lieu thereof, cash shall be distributed to each stockholder of the Company who would otherwise have been entitled to receipt of a fractional share and the amount of cash to be distributed shall be based upon the average closing price of a share of Common Stock on The NASDAQ Capital Market or other primary trading market for the Common Stock for the five trading days immediately preceding the effective date of this Certificate of Amendment.”

4.          The foregoing Certificate of Amendment has been duly adopted by this corporation’s Board of Directors and stockholders in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Executed April 15, 2016.

Exhibit 99.1

SemiLEDs Announces Reverse Stock Split

Hsinchu, Taiwan (April 15, 2016) — SemiLEDs Corporation (NASDAQ: LEDS), “SemiLEDs” or the “Company,” a developer and manufacturer of LED chips and LED components, today announced that effective at 5:00 pm, Eastern Time, on April 15, 2016 (“Effective Date”), the Company will effect a one-for-ten reverse stock split (the “Reverse Stock Split”) of its outstanding common stock. The Company’s common stock will open for trading on the NASDAQ Capital Market on April 18, 2016 on a post-split basis.

The Reverse Stock Split is intended to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on the NASDAQ Capital Market. As a result of the Reverse Stock Split, every ten shares of the Company’s common stock issued and outstanding on the Effective Date will be combined into one issued and outstanding share. The Company will pay cash in lieu of any fractional shares resulting from the Reverse Stock Split. In connection with the Reverse Stock Split, there will be no change in the par value per share of $0.0000056. The Reverse Stock Split will not reduce the number of authorized shares of common stock.

Trading of the Company’s common stock on the NASDAQ Capital Market will continue, on a split-adjusted basis, with the opening of the markets on Monday, April 18, 2016, under the existing trading symbol “LEDS” and under a new CUSIP number 816645204. The reverse stock split reduces the number of shares of the Company’s common stock outstanding from approximately 29.1 million pre-reverse split shares to approximately 2.9 million post-reverse split shares.

The Company has retained its transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), to act as its exchange agent for the Reverse Stock Split. AST will provide shareholders of record as of the Effective Date instructions for the exchange of their holdings. Shareholders owning shares via a broker or other nominee will have their positions adjusted to reflect the Reverse Stock Split, without being required to take any action in connection with the reverse stock split.

The Reverse Stock Split was approved by the Company’s Board of Directors on January 7, 2016 and by the Company’s shareholders on April 12, 2016. The final ratio of the Reverse Stock Split was approved by the Company’s board of directors on April 12, 2016, and did not require the separate approval of the Company’s shareholders as it was within the range previously approved.

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About SemiLEDs

SemiLEDs develops and manufactures LED chips and LED components primarily for general lighting applications, including street lights and commercial, industrial and residential lighting, along with specialty industrial applications such as ultraviolet (UV) curing, medical/cosmetic, counterfeit detection, horticulture, architectural lighting and entertainment lighting. SemiLEDs sells blue, white, green and UV LED chips.

Forward Looking Statements

This press release contains statements that may constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, the expected timing of trading on a post-split basis. These forward-looking statements are based on current expectations, estimates, forecasts and projections of future SemiLEDs’ or industry performance based on management’s judgment, beliefs, current trends and market conditions and involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. SemiLEDs’ Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) and other SemiLEDs filings with the SEC (which you may obtain for free at the SEC’s website at http://www.sec.gov) discuss some of the important risks and other factors that may affect SemiLEDs’ business, results of operations and financial condition. SemiLEDs undertakes no intent or obligation to publicly update or revise any of these forward looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

Christopher Lee

Chief Financial Officer

SemiLEDs Corporation

+886-37-586788

[email protected]

Source: SemiLEDs Corporation

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