Form 8-K SemiLEDs Corp For: Nov 21

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM�8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the Securities Exchange Act of 1934

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Date of Report (date of earliest event reported): November�21, 2014

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SEMILEDS CORPORATION

(Exact name of registrant as specified in charter)

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

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N/A

(Former name or former address if changed since last report)

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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:

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

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

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

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

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Item 2.02. Results of Operations and Financial Condition.

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On November�26, 2014, SemiLEDs Corporation issued a press release announcing its preliminary financial results for the fourth quarter and the fiscal year ended August�31, 2014.

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Such information is being furnished and shall not be deemed �filed� for purposes of Section�18 of the Securities Exchange Act of 1934, as amended (the �Exchange Act�), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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As previously disclosed, on August�20, 2014, Mr.�Timothy Lin resigned as the Interim Chief Financial Officer of SemiLEDs Corporation.

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On November�21, 2014, the Board of Directors of the Company appointed Christopher Lee to serve as Chief Financial Officer on an interim basis.� Mr.�Lee, 43, has served as the Company�s Controller since joining the Company in September�2014.� Prior to joining the Company, Mr.�Lee was a partner of KEDP CPA Group from August�2009 to June�2011 and a self-employed accountant from July�2011 to August 2014.

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Mr.�Lee�s monthly base salary is 215,000 New Taiwan dollars (approximately $7,100). Mr.�Lee is also eligible for a year-end bonus equivalent to two months of Mr.�Lee�s then average base salary, subject to the achievement of performance targets as determined by the Company�s Chief Executive Officer.

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There is no family relationship between Mr.�Lee and any officer or director and, other than his compensation as an employee, no transaction that would require reporting pursuant to Item 404 of Regulation S-K.

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Item 9.01. Financial Statements and Exhibits.

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(d)�Exhibits.

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SIGNATURE

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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�99.1

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SemiLEDs Reports Fourth Quarter and Fiscal Year End 2014

Financial Results

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Hsinchu, Taiwan (November�26, 2014) � SemiLEDs Corporation (NASDAQ: LEDS), �SemiLEDs� or the �Company,� a developer and manufacturer of LED chips and LED components, today announced its financial results for the fourth quarter and full year of fiscal year 2014, ended August�31, 2014.

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Revenue for the fourth quarter of fiscal 2014 was $2.3 million, a 33% decrease compared to $3.4 million in the fourth quarter of fiscal 2013. GAAP net loss attributable to SemiLEDs stockholders for the fourth quarter of fiscal 2014 was $5.4 million, or a net loss of $0.19 per diluted share, compared to GAAP net loss attributable to SemiLEDs stockholders of $17.9 million, or a net loss of $0.64 per diluted share, for the fourth quarter of fiscal 2013.

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�As we discussed last quarter, in the fourth quarter we experienced a reduction in production capacity as we consolidated manufacturing facilities and relocated production equipment� said Trung Doan, Chairman, President and CEO. �With these actions now largely complete, we look forward to higher revenue in our target markets for the coming quarter,� concluded Doan.

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On a non-GAAP basis, net loss attributable to SemiLEDs stockholders for the fourth quarter of fiscal 2014 was $5.0 million, or a net loss of $0.17 per diluted share, compared to non-GAAP net loss attributable to SemiLEDs stockholders of $7.3 million, or a net loss of $0.26 per diluted share for the fourth quarter of fiscal 2013.

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Revenue for fiscal 2014 was $14.5 million, a 19% decrease compared to $18.0 million for fiscal 2013. GAAP net loss attributable to SemiLEDs stockholders for fiscal 2014 was $24.5 million, or a net loss of $0.87 per diluted share, compared to GAAP net loss attributable to SemiLEDs stockholders of $43.7 million, or a net loss of $1.58 per diluted share, for fiscal 2013.

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On a non-GAAP basis, net loss attributable to SemiLEDs stockholders for fiscal 2014 was $22.5 million, or a net loss of $0.80 per diluted share, compared to non-GAAP net loss attributable to SemiLEDs stockholders of $27.8 million, or a net loss of $1.01 per diluted share, for fiscal 2013.

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GAAP gross margin for the fourth quarter of fiscal 2014 was negative 134%, compared with gross margin for the fourth quarter of fiscal 2013 of negative 103%. Operating margin for the fourth quarter of fiscal 2014 was negative 251%, compared with negative 523% in the fourth quarter of fiscal 2013.� The Company�s cash and cash equivalents were $12.6 million at the end of the fourth quarter of fiscal 2014, compared to the third quarter fiscal 2014 ending balance of $16.1 million. Cash used in operating activities was $1.9 million in the fourth quarter of fiscal 2014.

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Management�s Prepared Remarks

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In conjunction with the dissemination of this release, SemiLEDs will post management�s prepared remarks for the fourth quarter and fiscal year 2014 financial results on the Investors section of its website at http://investors.semileds.com/events.cfm.

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About SemiLEDs

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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.

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Non-GAAP Financial Measures

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SemiLEDs has provided in this press release adjusted financial information that has not been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. SemiLEDs uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to, but not as a substitute for, GAAP measures, in evaluating the Company�s operational performance. SemiLEDs believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating operating results and trends, and in comparing its financial results with other companies in SemiLEDs� industry, many of which present similar non-GAAP financial measures to investors. The historical non-GAAP financial measures presented above exclude the following items required to be included by GAAP: non-cash stock-based compensation charges, non-cash impairment charges on long-lived assets, goodwill and investment and the related tax effect, of the applicable items, if any. In addition to the non-GAAP financial measures discussed above, SemiLEDs also uses free cash flow as a measure of operating performance. Free cash flow represents cash provided by operating activities less capital expenditures.

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Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of historic non-GAAP financial measures to GAAP results has been provided in the financial statement tables included in this press release.

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Forward Looking Statements

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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, any projections of future revenues, income, margins or other financial information; any statements about historical results that may suggest trends for SemiLEDs� business; any statements of the plans, strategies and objectives of management for future operations; any statements of expectation or belief regarding recovery of the LED industry, market opportunities and other future events or technology developments; any statements regarding SemiLEDs� position to capitalize on any market opportunities; and any statements of assumptions underlying any of the foregoing. 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.

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Contacts:

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SEMILEDS CORPORATION

Consolidated Balance Sheets

(In�thousands of U.S. dollars)

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SEMILEDS CORPORATION

Consolidated Statements of Operations

(In�thousands of U.S. dollars and shares, except per share data)

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SEMILEDS CORPORATION

Unaudited Reconciliation of GAAP to Non-GAAP Measures

(In�thousands of U.S. dollars, except per share data)

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