XCRA / Xcerra Corp - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Xcerra Corp
US ˙ NASDAQ
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 357020
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Xcerra Corp
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 15, 2019 SC 13G/A

XCRA / Xcerra Corp / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* XCERRA CORPORATION (Name of Issuer) Common Stock, $0.05 par value per share (Title of Class of Securities) 98400J108 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 13, 2019 SC 13G

XCRA / Xcerra Corp / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Xcerra Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 98400J108 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedule

October 11, 2018 15-12G

XCRA / Xcerra Corp 15-12G

15-12G 1 d611589d1512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-10761 Xcerra Corporation (Exact name o

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos.

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos.

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos.

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos.

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos.

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos.

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos.

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos.

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS 1 d617108ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos. 333-186072 333-172605 333-160915 333-152426 333-153548 333-147977 333-121379 333-111814 333-106163 333-102051 333-75734 333-54230 333-30972 333-71455 333-48341 333-48363 033-65247 033-65245 033-57457 033-57459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos.

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS 1 d617108ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos. 333-186072 333-172605 333-160915 333-152426 333-153548 333-147977 333-121379 333-111814 333-106163 333-102051 333-75734 333-54230 333-30972 333-71455 333-48341 333-48363 033-65247 033-65245 033-57457 033-57459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS 1 d617108ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos. 333-186072 333-172605 333-160915 333-152426 333-153548 333-147977 333-121379 333-111814 333-106163 333-102051 333-75734 333-54230 333-30972 333-71455 333-48341 333-48363 033-65247 033-65245 033-57457 033-57459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS 1 d617108ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos. 333-186072 333-172605 333-160915 333-152426 333-153548 333-147977 333-121379 333-111814 333-106163 333-102051 333-75734 333-54230 333-30972 333-71455 333-48341 333-48363 033-65247 033-65245 033-57457 033-57459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos.

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS 1 d617108ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos. 333-186072 333-172605 333-160915 333-152426 333-153548 333-147977 333-121379 333-111814 333-106163 333-102051 333-75734 333-54230 333-30972 333-71455 333-48341 333-48363 033-65247 033-65245 033-57457 033-57459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos.

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS 1 d617108ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos. 333-186072 333-172605 333-160915 333-152426 333-153548 333-147977 333-121379 333-111814 333-106163 333-102051 333-75734 333-54230 333-30972 333-71455 333-48341 333-48363 033-65247 033-65245 033-57457 033-57459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos.

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS 1 d617108ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos. 333-186072 333-172605 333-160915 333-152426 333-153548 333-147977 333-121379 333-111814 333-106163 333-102051 333-75734 333-54230 333-30972 333-71455 333-48341 333-48363 033-65247 033-65245 033-57457 033-57459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C

October 1, 2018 S-8 POS

XCRA / Xcerra Corp S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on October 1, 2018 Registration Nos.

October 1, 2018 8-K

Changes in Control of Registrant, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets

8-K 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): October 1, 2018 Xcerra Corporation (Exact name of Registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation or organ

October 1, 2018 EX-3.1

Amended and Restated Articles of Organization of Xcerra Corporation.

EX-3.1 Exhibit 3.1 RESTATED ARTICLES OF ORGANIZATION ARTICLE I The exact name of the corporation is Xcerra Corporation ARTICLE II The purpose of the corporation is to engage in the business of manufacturing and selling electronic test equipment and other electronic equipment and, in general, carry on any business permitted to corporations under G.L. Chapter 156D as now in effect or as hereafter am

October 1, 2018 EX-3.2

Amended and Restated Bylaws of Xcerra Corporation.

EX-3.2 3 d617970dex32.htm EX-3.2 Exhibit 3.2 BY-LAWS OF XCERRA CORPORATION Article I – General Section 1.1. Offices. The principal office of the corporation shall be in Norwood, Massachusetts. The corporation may also have offices at such other place or places within or without Massachusetts as the Board of Directors may from time to time determine or the business of the corporation may require. S

September 5, 2018 425

COHU / Cohu, Inc. FORM 8-K (Prospectus)

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): September 5, 2018 Cohu, Inc. (Exact name of registrant as specified in its charter) Delaware 001-04298 95-1934119 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor

September 5, 2018 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 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): August 31, 2018 Xcerra Corporation (Exact name of Registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation or organ

August 30, 2018 425

COHU / Cohu, Inc. FORM 8-K (Prospectus)

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): August 30, 2018 Cohu, Inc. (Exact name of registrant as specified in its charter) Delaware 001-04298 95-1934119 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat

August 30, 2018 EX-99.1

Cohu and Xcerra Shareholders Approve Proposals Related to Cohu’s Planned Acquisition of Xcerra

Exhibit 99.1 Cohu and Xcerra Shareholders Approve Proposals Related to Cohu’s Planned Acquisition of Xcerra POWAY, Calif., and NORWOOD, Mass., August 30, 2018 - Cohu, Inc. (NASDAQ: COHU), and Xcerra Corporation (NASDAQ: XCRA) today announced that the respective shareholders of Cohu and Xcerra have voted to approve proposals related to the previously announced Agreement and Plan of Merger, dated as

August 30, 2018 EX-99.1

Cohu and Xcerra Shareholders Approve Proposals Related to Cohu’s Planned Acquisition of Xcerra

EX-99.1 2 d618236dex991.htm EX-99.1 Exhibit 99.1 Cohu and Xcerra Shareholders Approve Proposals Related to Cohu’s Planned Acquisition of Xcerra POWAY, Calif., and NORWOOD, Mass., August 30, 2018 — Cohu, Inc. (NASDAQ: COHU), and Xcerra Corporation (NASDAQ: XCRA) today announced that the respective shareholders of Cohu and Xcerra have voted to approve proposals related to the previously announced Ag

August 30, 2018 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

Form 8-K 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): August 30, 2018 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (C

August 30, 2018 425

XCRA / Xcerra Corp FORM 8-K (Prospectus)

425 1 d618236d8k.htm FORM 8-K 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): August 30, 2018 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction

August 30, 2018 EX-99.1

Cohu and Xcerra Shareholders Approve Proposals Related to Cohu’s Planned Acquisition of Xcerra

EX-99.1 Exhibit 99.1 Cohu and Xcerra Shareholders Approve Proposals Related to Cohu’s Planned Acquisition of Xcerra POWAY, Calif., and NORWOOD, Mass., August 30, 2018 — Cohu, Inc. (NASDAQ: COHU), and Xcerra Corporation (NASDAQ: XCRA) today announced that the respective shareholders of Cohu and Xcerra have voted to approve proposals related to the previously announced Agreement and Plan of Merger,

August 20, 2018 425

COHU / Cohu, Inc. FORM 8-K (Prospectus)

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): August 20, 2018 Cohu, Inc. (Exact name of registrant as specified in its charter) Delaware 001-04298 95-1934119 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat

August 20, 2018 DEFA14A

XCRA / Xcerra Corp DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

August 9, 2018 425

COHU / Cohu, Inc. FORM 8-K (Prospectus)

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): August 9, 2018 Cohu, Inc. (Exact name of registrant as specified in its charter) Delaware 001-04298 95-1934119 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati

August 9, 2018 EX-99.1

Investor Presentation, dated August 2018, posted to the Investor Relations page of Cohu, Inc.’s corporate website at https://cohu.gcs-web.com.

Exhibit 99.1

July 30, 2018 DEFM14A

XCRA / Xcerra Corp DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

July 27, 2018 EX-99.1

Cohu and Xcerra Announce Early Termination of HSR Waiting Period in Connection with Proposed Acquisition of Xcerra

EX-99.1 2 ex118796.htm EXHIBIT 99.1 Exhibit 99.1 Cohu and Xcerra Announce Early Termination of HSR Waiting Period in Connection with Proposed Acquisition of Xcerra POWAY, Calif., and NORWOOD, Mass., July 27, 2018 - Cohu, Inc. (NASDAQ: COHU), and Xcerra Corporation (NASDAQ: XCRA) today announced that on July 26, 2018, the Federal Trade Commission granted early termination of the waiting period unde

July 27, 2018 425

COHU / Cohu, Inc. FORM 8-K (Prospectus)

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): July 26, 2018 Cohu, Inc. (Exact name of registrant as specified in its charter) Delaware 001-04298 95-1934119 (State or other jurisdiction (Commission (I.R.S. Employer of incorporatio

July 27, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d589455d8k.htm FORM 8-K 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): July 26, 2018 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction o

July 27, 2018 EX-99.1

Cohu and Xcerra Announce Early Termination of HSR Waiting Period in Connection with Proposed Acquisition of Xcerra

EX-99.1 Exhibit 99.1 Cohu and Xcerra Announce Early Termination of HSR Waiting Period in Connection with Proposed Acquisition of Xcerra POWAY, Calif., and NORWOOD, Mass., July 27, 2018 — Cohu, Inc. (NASDAQ: COHU), and Xcerra Corporation (NASDAQ: XCRA) today announced that on July 26, 2018, the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Anti

July 27, 2018 EX-99.1

Cohu and Xcerra Announce Early Termination of HSR Waiting Period in Connection with Proposed Acquisition of Xcerra

EX-99.1 2 d589455dex991.htm EX-99.1 Exhibit 99.1 Cohu and Xcerra Announce Early Termination of HSR Waiting Period in Connection with Proposed Acquisition of Xcerra POWAY, Calif., and NORWOOD, Mass., July 27, 2018 — Cohu, Inc. (NASDAQ: COHU), and Xcerra Corporation (NASDAQ: XCRA) today announced that on July 26, 2018, the Federal Trade Commission granted early termination of the waiting period unde

July 27, 2018 425

XCRA / Xcerra Corp FORM 8-K (Prospectus)

Form 8-K 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): July 26, 2018 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Com

June 26, 2018 8-K

Other Events

Form 8-K 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 25, 2018 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Com

June 26, 2018 425

XCRA / Xcerra Corp FORM 8-K (Prospectus)

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 25, 2018 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Commission F

June 26, 2018 425

COHU / Cohu, Inc. FORM 8-K (Prospectus)

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 26, 2018 Cohu, Inc. (Exact name of registrant as specified in its charter) Delaware 001-04298 95-1934119 (State or other jurisdiction (Commission (I.R.S. Employer of incorporatio

June 11, 2018 10-Q

Unaudited Interim Condensed Consolidated Financial Statements of Xcerra Corporation for the three and nine months ended April 30, 2018 and 2017 (incorporated by reference to Xcerra’s Quarterly Report on Form 10-Q, filed with the SEC on June 11, 2018).

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 4, 2018 EX-99.1

Investor Presentation, dated June 2018, first disseminated by Cohu on June 4, 2018.

Exhibit 99.1

June 4, 2018 425

COHU / Cohu, Inc. FORM 8-K (Prospectus)

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 4, 2018 Cohu, Inc. (Exact name of registrant as specified in its charter) Delaware 001-04298 95-1934119 (State or other jurisdiction of incorporation) (Commission File Number) (I

May 25, 2018 SD

XCRA / Xcerra Corp FORM SD

FORM SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 825 University Avenue, Norwood, MA 02062 (Address of principal exec

May 25, 2018 EX-1.01

Xcerra Corporation Conflict Minerals Report For the 2017 Calendar Year

EX-1.01 2 d583455dex101.htm EX-1.01 Exhibit 1.01 Xcerra Corporation Conflict Minerals Report For the 2017 Calendar Year Introduction This Conflict Minerals Report (this “Report”) of Xcerra Corporation (“Xcerra,” the “Company,” “we,” “our,” or “us) has been prepared pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule” and the “Exchange Act” respectively), and inc

May 23, 2018 425

COHU / Cohu, Inc. FORM 8-K (Prospectus)

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): May 23, 2018 Cohu, Inc. (Exact name of registrant as specified in its charter) Delaware 001-04298 95-1934119 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation

May 23, 2018 EX-99.1

Investor Presentation, dated May 2018, posted to the Investor Relations page of Cohu, Inc.’s corporate website at https://cohu.gcs-web.com.

Exhibit 99.1

May 23, 2018 EX-99.1

Xcerra Announces Third Quarter Results

EXHIBIT 99.1 Xcerra Announces Third Quarter Results Third Fiscal Quarter Notables: Third quarter sales of $115.7 million GAAP net income attributable to Xcerra of $11.8 million or $0.21 per diluted share Non-GAAP net income attributable to Xcerra of $13.1 million or $0.24 per diluted share Xcerra has agreed to be acquired by Cohu, Inc. NORWOOD, Mass., May 23, 2018 (GLOBE NEWSWIRE) - Xcerra Corpora

May 23, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 23, 2018 Xcerra Corporation (Exact Name of Registrant as Specified in Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction of Incorporation) (Commission File N

May 9, 2018 425

COHU / Cohu, Inc. FORM 425 (Prospectus)

Filed by Cohu, Inc. pursuant to Rule 425 under the U.S. Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Xcerra Corporation Commission File No. 000-10761 Trading Under the Symbol: ISDR Transcript of Cohu, Inc. First Quarter 2018 Earnings Call May 8, 2018 Participants Jeff Jones – VP, Finance and CFO

May 8, 2018 EX-99.4

CONFIDENTIAL INTERNAL XCERRA DOCUMENT Page 1 of 6

EX-99.4 Exhibit 99.4 Xcerra Employee Q&A NOTE: This document is Xcerra confidential and should not be shared outside the company. The purpose of this document is to address some of the questions that you, as Xcerra employees, may have. Additional questions should be directed to your manager, or Xcerra Human Resources. Contents 1.1 The Transaction 1 1.2 The New Company 2 1.3 Customer Issues 3 1.4 H

May 8, 2018 EX-2.1

Agreement and Plan of Merger, dated as of May 7, 2018, by and among Cohu, Inc., Xavier Acquisition Corporation and Xcerra Corporation

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among COHU, INC., XAVIER ACQUISITION CORPORATION, and XCERRA CORPORATION Dated as of May 7, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 6 1.1 Certain Definitions 6 1.2 Additional Definitions 22 1.3 Certain Interpretations 24 ARTICLE II THE MERGER 26 2.1 The Merger 26 2.2 The Effective Time 26 2.3 The C

May 8, 2018 EX-99.5

All Xcerra Employees,

EX-99.5 Exhibit 99.5 All Xcerra Employees, I want to share with you some important news regarding Xcerra. Cohu, Inc., a leading provider of semiconductor test handling, inspection and contactor products based in Poway, CA has offered to purchase all of the outstanding shares of Xcerra for a value of $13.92 per share through a combination of cash and stock, and our Board of Directors has agreed to

May 8, 2018 EX-99.3

Market dynamics

EX-99.3 Exhibit 99.3 Cohu Acquisition of Xcerra - Messaging Framework Coyote Transaction – Key Messaging Framework DOCUMENT PURPOSE This document provides background information, key facts, and outlines the key messages to be used as the basis for all communications regarding the acquisition of Xcerra Corporation (“Xcerra” or the “Company”) by Cohu, Inc. (“Cohu”). Additional information on tailori

May 8, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Form 8-K 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): May 7, 2018 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Commi

May 8, 2018 EX-99.7

Dear Valued Vendors:

EX-99.7 9 d566921dex997.htm EX-99.7 Exhibit 99.7 Dear Valued Vendors: I’m excited to let you know that Xcerra has signed a definitive agreement to be acquired by Cohu, Inc., a leading provider of semiconductor test handling, inspection and contactor products based in Poway, CA. Cohu has offered to purchase all of the outstanding shares of Xcerra for a value of $13.92 per share through a combinatio

May 8, 2018 EX-99.6

Xcerra Corporation to be Acquired by Cohu, Inc. Creating Global Leader in Semiconductor Test and Inspection

EX-99.6 8 d566921dex996.htm EX-99.6 Exhibit 99.6 May 8, 2018 Xcerra Corporation to be Acquired by Cohu, Inc. Creating Global Leader in Semiconductor Test and Inspection Dear Valued Customer, We are excited to let you know that Xcerra has signed a definitive agreement to be acquired by Cohu, Inc, a leading supplier of semiconductor test and inspection handlers, micro-electro mechanical system test

May 8, 2018 EX-99.2

Additional Information and Where to Find It Cohu Inc., (“Cohu”) will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”) containing a prospectus with respect to the Cohu com

EX-99.2 Xcerra Corporation To Be Acquired by Cohu Xcerra Employee Presentation David Tacelli, President and CEO May 8, 2018 COMPANY CONFIDENTIAL Exhibit 99.2 Additional Information and Where to Find It Cohu Inc., (“Cohu”) will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”) containing a prospectus with respect to the

May 8, 2018 EX-99.1

Cohu to Acquire Xcerra Creating Global Leader in Back-end Semiconductor Equipment Immediately Accretive Transaction Diversifies Revenue Base and Increases TAM to ~ $5 Billion

EX-99.1 Exhibit 99.1 Cohu to Acquire Xcerra Creating Global Leader in Back-end Semiconductor Equipment Immediately Accretive Transaction Diversifies Revenue Base and Increases TAM to ~ $5 Billion • Combined last twelve months (“LTM”) reported revenue of approximately $828 million and non-GAAP operating income of approximately $124 million • Complementary acquisition expected to create diversified

May 8, 2018 EX-99.2

Additional Information and Where to Find It Cohu Inc., (“Cohu”) will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”) containing a prospectus with respect to the Cohu com

EX-99.2 Xcerra Corporation To Be Acquired by Cohu Xcerra Employee Presentation David Tacelli, President and CEO May 8, 2018 COMPANY CONFIDENTIAL Exhibit 99.2 Additional Information and Where to Find It Cohu Inc., (“Cohu”) will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (the “Registration Statement”) containing a prospectus with respect to the

May 8, 2018 EX-99.5

All Xcerra Employees,

EX-99.5 7 d566921dex995.htm EX-99.5 Exhibit 99.5 All Xcerra Employees, I want to share with you some important news regarding Xcerra. Cohu, Inc., a leading provider of semiconductor test handling, inspection and contactor products based in Poway, CA has offered to purchase all of the outstanding shares of Xcerra for a value of $13.92 per share through a combination of cash and stock, and our Board

May 8, 2018 EX-99.1

Cohu to Acquire Xcerra Creating Global Leader in Back-end Semiconductor Equipment Immediately Accretive Transaction Diversifies Revenue Base and Increases TAM to ~ $5 Billion

EX-99.1 Exhibit 99.1 Cohu to Acquire Xcerra Creating Global Leader in Back-end Semiconductor Equipment Immediately Accretive Transaction Diversifies Revenue Base and Increases TAM to ~ $5 Billion • Combined last twelve months (“LTM”) reported revenue of approximately $828 million and non-GAAP operating income of approximately $124 million • Complementary acquisition expected to create diversified

May 8, 2018 EX-2.1

Agreement and Plan of Merger, dated as of May 7, 2018, by and among Cohu, Inc., Xavier Acquisition Corporation and Xcerra Corporation

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among COHU, INC., XAVIER ACQUISITION CORPORATION, and XCERRA CORPORATION Dated as of May 7, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 6 1.1 Certain Definitions 6 1.2 Additional Definitions 22 1.3 Certain Interpretations 24 ARTICLE II THE MERGER 26 2.1 The Merger 26 2.2 The Effective Time 26 2.3 The C

May 8, 2018 EX-99.7

Dear Valued Vendors:

EX-99.7 Exhibit 99.7 Dear Valued Vendors: I’m excited to let you know that Xcerra has signed a definitive agreement to be acquired by Cohu, Inc., a leading provider of semiconductor test handling, inspection and contactor products based in Poway, CA. Cohu has offered to purchase all of the outstanding shares of Xcerra for a value of $13.92 per share through a combination of cash and stock, and our

May 8, 2018 EX-99.6

Xcerra Corporation to be Acquired by Cohu, Inc. Creating Global Leader in Semiconductor Test and Inspection

EX-99.6 Exhibit 99.6 May 8, 2018 Xcerra Corporation to be Acquired by Cohu, Inc. Creating Global Leader in Semiconductor Test and Inspection Dear Valued Customer, We are excited to let you know that Xcerra has signed a definitive agreement to be acquired by Cohu, Inc, a leading supplier of semiconductor test and inspection handlers, micro-electro mechanical system test modules, test contactors and

May 8, 2018 EX-99.4

CONFIDENTIAL INTERNAL XCERRA DOCUMENT Page 1 of 6

EX-99.4 Exhibit 99.4 Xcerra Employee Q&A NOTE: This document is Xcerra confidential and should not be shared outside the company. The purpose of this document is to address some of the questions that you, as Xcerra employees, may have. Additional questions should be directed to your manager, or Xcerra Human Resources. Contents 1.1 The Transaction 1 1.2 The New Company 2 1.3 Customer Issues 3 1.4 H

May 8, 2018 EX-99.3

Market dynamics

EX-99.3 5 d566921dex993.htm EX-99.3 Exhibit 99.3 Cohu Acquisition of Xcerra - Messaging Framework Coyote Transaction – Key Messaging Framework DOCUMENT PURPOSE This document provides background information, key facts, and outlines the key messages to be used as the basis for all communications regarding the acquisition of Xcerra Corporation (“Xcerra” or the “Company”) by Cohu, Inc. (“Cohu”). Addit

May 8, 2018 425

XCRA / Xcerra Corp FORM 8-K (Prospectus)

425 1 d566921d8k.htm FORM 8-K 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): May 7, 2018 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of

May 8, 2018 425

COHU / Cohu, Inc. FORM 8-K (Prospectus)

425 1 cohu20180507b8k.htm FORM 8-K 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): May 7, 2018 Cohu, Inc. (Exact name of registrant as specified in its charter) Delaware 001-04298 95-1934119 (State or other jurisdiction (Commission

May 8, 2018 EX-99.3

Customer Letter

Exhibit 99.3 Customer Letter Dear Cohu Customer, As a valued customer, I am pleased to inform you that Cohu announced today that it will acquire Xcerra, a provider of semiconductor test and handling equipment, test contacting and PCB test solutions to the electronics industry. We are very excited about this transaction, and believe it will provide significant benefits for our company and customers

May 8, 2018 EX-99.2

Dear Colleagues,

Exhibit 99.2 MEMORANDUM To: Cohu Employees Worldwide From: Luis Müller Date: May 8, 2018 Subject: Cohu To Acquire Xcerra Creating Global Leader in Semiconductor Test and Inspection Dear Colleagues, I want to share with you some exciting news. Today, we announced that Cohu will acquire Xcerra, creating a much larger company that will bring important strategic, technical and financial benefits. Impo

May 8, 2018 EX-99.1

Cohu Acquisition of Xcerra - Messaging Framework

Exhibit 99.1 Cohu Acquisition of Xcerra - Messaging Framework Cohu Transaction – Key Messaging Framework DOCUMENT PURPOSE This document provides background information, key facts, and outlines the key messages to be used as the basis for all communications regarding the acquisition of Xcerra Corporation (Nasdaq: XCRA) (Xcerra”) by Cohu, Inc. (Nasdaq: COHU) (“Cohu”). Additional information on tailo

May 8, 2018 EX-99.4

Supplier Letter

EX-99.4 6 ex113339.htm EXHIBIT 99.4 Exhibit 99.4 Supplier Letter Dear Cohu Supplier, As a valued partner to Cohu, I am delighted to share with you some exciting news. Today, Cohu announced that it will acquire Xcerra, a provider of semiconductor test and handling equipment, test contacting and PCB test solutions to the electronics industry. We are very excited about this transaction and believe it

May 8, 2018 EX-2.1

Agreement and Plan of Merger, dated May 7, 2018, by and among Cohu, Inc., Xavier Acquisition Corporation and Xcerra Corporation.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among COHU, INC., XAVIER ACQUISITION CORPORATION, and XCERRA CORPORATION Dated as of May 7, 2018 Table of Contents Page Article I DEFINITIONS & INTERPRETATIONS 6 1.1 Certain Definitions 6 1.2 Additional Definitions 22 1.3 Certain Interpretations 24 Article II THE MERGER 26 2.1 The Merger 26 2.2 The Effective Time 26 2.3 The Closing

May 8, 2018 425

COHU / Cohu, Inc. FORM 8-K (Prospectus)

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): May 8, 2018 Cohu, Inc. (Exact name of registrant as specified in its charter) Delaware 001-04298 95-1934119 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation)

May 8, 2018 EX-99.2

Investor Presentation dated May 8, 2018.

Exhibit 99.2

May 8, 2018 EX-99.1

Cohu to Acquire Xcerra Creating Global Leader in Back-end Semiconductor Equipment Immediately Accretive Transaction Diversifies Revenue Base and Increases TAM to ~ $5 Billion

Exhibit 99.1 COHU, INC. 12367 CROSTHWAITE CIRCLE POWAY, CA 92064 FAX (858) 848-8185 PHONE (858) 858-8100 www.cohu.com Cohu to Acquire Xcerra Creating Global Leader in Back-end Semiconductor Equipment Immediately Accretive Transaction Diversifies Revenue Base and Increases TAM to ~ $5 Billion ■ Combined last twelve months (“LTM”) reported revenue of approximately $828 million and non-GAAP operating

March 9, 2018 10-Q

XCRA / Xcerra Corp 10-Q (Quarterly Report)

10-Q 1 d475237d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro

February 23, 2018 EX-99.1

Safe Harbor for Forward-Looking Statements Any statements in this presentation about future expectations, plans and prospects for the Company, financial guidance on revenue, financial operating results (including net income or loss), and earnings or

EX-99.1 Xcerra Corporation Investor Presentation David Tacelli, President and CEO Mark Gallenberger, SVP, COO & CFO Rich Yerganian, VP of Investor Relations February 23, 2018 Exhibit 99.1 Safe Harbor for Forward-Looking Statements Any statements in this presentation about future expectations, plans and prospects for the Company, financial guidance on revenue, financial operating results (including

February 23, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d536635d8k.htm FORM 8-K 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): February 23, 2018 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdicti

February 22, 2018 EX-99.1

Xcerra Announces Second Quarter Results

EX-99.1 3 d533034dex991.htm EX-99.1 Exhibit 99.1 Xcerra Announces Second Quarter Results Second Fiscal Quarter Notables: • Second quarter sales of $110.3 million • GAAP net income of $7.9 million or $0.14 per diluted share • Non-GAAP net income of $10.6 million or $0.19 per diluted share • Record sales and earnings for a second fiscal quarter Norwood, Mass, February 22, 2018 — Xcerra Corporation (

February 22, 2018 8-K

XCRA / Xcerra Corp FORM 8-K (Current Report)

Form 8-K 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): February 22, 2018 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation)

February 22, 2018 EX-10.1

Termination Agreement, dated as of February 22, 2018, by and between Hubei Xinyan Equity Investment Partnership (Limited Partnership) and Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed February 22, 2018)

EX-10.1 2 d533034dex101.htm EX-10.1 Exhibit 10.1 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”), dated as of February 22, 2018, is entered into by and among Hubei Xinyan Equity Investment Partnership (Limited Partnership) ( ( )), a Chinese limited partnership (“Parent”) and Xcerra Corporation, a Massachusetts corporation (the “Company”). Each of Parent and the Company are here

February 14, 2018 SC 13G

XCRA / Xcerra Corp / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 XCERRA CORPORATION (Name of Issuer) Common Stock, $0.05 par value per share (Title of Class of Securities) 98400J108 (CUSIP Number) December 29, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

February 14, 2018 SC 13G/A

XCRA / Xcerra Corp / Nokomis Capital, L.L.C. - SC 13G/A Passive Investment

SC 13G/A 1 d397818dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Xcerra Corporation (Name of Issuer) Common Stock, par value $0.05 per share (Title of Class of Securities) 98400J10

February 12, 2018 SC 13G

XCRA / Xcerra Corp / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Xcerra Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 98400J108 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedule

February 9, 2018 SC 13G

XCRA / Xcerra Corp / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* XCERRA CORP (Name of Issuer) Common Stock (Title of Class of Securities) 98400J108 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

December 21, 2017 8-K

Financial Statements and Exhibits, Other Events

Form 8-K 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 21, 2017 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation)

December 8, 2017 10-Q

XCRA / Xcerra Corp 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 7, 2017 8-K

Other Events

8-K 1 d504074d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 7, 2017 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction o

November 29, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k112817.htm FORM 8-K 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): November 29, 2017 Xcerra Corporation (Exact Name of Registrant as Specified in Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction of

November 29, 2017 EX-99.1

Xcerra Announces First Quarter Results

EdgarFiling EXHIBIT 99.1 Xcerra Announces First Quarter Results First Fiscal Quarter Notables: First quarter sales of $120.3 million GAAP net income of $17.5 million or $0.32 per diluted share Non-GAAP net income of $18.5 million or $0.33 per diluted share The company continues the process to obtain regulatory approval for the acquisition by Hubei Xinyan Equity Investment Partnership NORWOOD, Mass

November 21, 2017 10-K/A

XCRA / Xcerra Corp 10-K/A (Annual Report)

10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 13, 2017 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 1 d474299d8k.htm FORM 8-K 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): October 12, 2017 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdictio

October 13, 2017 EX-99.1

Xcerra Stockholders Approve Merger with Hubei Xinyan Equity Investment Partnership (Limited Partnership)

EX-99.1 Exhibit 99.1 Xcerra Stockholders Approve Merger with Hubei Xinyan Equity Investment Partnership (Limited Partnership) Norwood, Mass., October 13, 2017 ? Xcerra Corporation (?Xcerra? or the ?Company?) (Nasdaq: XCRA) announced today that, at the Company?s Special Meeting of Stockholders held October 12, 2017, Xcerra stockholders approved the previously announced Agreement and Plan of Merger,

October 3, 2017 DEFA14A

Xcerra DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

September 11, 2017 10-K

Audited Consolidated Financial Statements of Xcerra Corporation for the fiscal years ended July 31, 2017 and 2016 (incorporated by reference to Xcerra’s Annual Report on Form 10-K for the year ended July 31, 2017, filed with the SEC on September 11, 2017).

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 11, 2017 EX-21.1

Subsidiaries of Registrant

EX-21.1 EXHIBIT 21.1 Entity Name Jurisdiction of Organization % Ownership LTX-Credence (Deutschland) GmbH Germany 100 Wholly owned Subsidiaries: atg-Luther & Maelzer GmbH Germany 100 Multitest GmbH Germany 100 atg-Luther & Maelzer Asia Ltd. Taiwan 100 Multitest elektronische Systeme GmbH Germany 100 LTX-Credence France S.A.S. France 100 LTX-Credence Italia S.r.l Italy 100 LTX Asia International, I

September 5, 2017 DEFM14A

Xcerra DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 30, 2017 EX-99.1

Xcerra Announces Fourth Quarter and Fiscal Year Results

EdgarFiling EXHIBIT 99.1 Xcerra Announces Fourth Quarter and Fiscal Year Results Fourth Fiscal Quarter Notables: Fourth quarter sales of $126.9 million the highest in the company?s history GAAP net income of $12.4 million or $0.23 per diluted share Non-GAAP net income of $14.0 million or $0.25 per diluted share The company continues the process to obtain regulatory approval for the acquisition by

August 30, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k082917.htm FORM 8-K 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): August 30, 2017 Xcerra Corporation (Exact Name of Registrant as Specified in Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction of I

August 7, 2017 PREM14A

Xcerra PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 7, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d435016d8k.htm FORM 8-K 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): August 4, 2017 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction

August 7, 2017 EX-2.1

Amendment to the Agreement and Plan of Merger, dated August 4, 2017, by and among Hubei Xinyan Equity Investment Partnership (Limited Partnership), China Integrated Circuit Industry Investment Fund Co., Ltd., and Xcerra Corporation (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on August 7, 2017)

EX-2.1 Exhibit 2.1 AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of August 4, 2017, is made and entered into by and among Hubei Xinyan Equity Investment Partnership (Limited Partnership) ( ( ) ), a Chinese limited partnership (“Parent”), China Integrated Circuit Industry Investment Fund Co., Ltd. ( ), a Chinese company

August 7, 2017 EX-2.1

AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER

EX-2.1 Exhibit 2.1 AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this ?Amendment?), dated as of August 4, 2017, is made and entered into by and among Hubei Xinyan Equity Investment Partnership (Limited Partnership) ( ( ) ), a Chinese limited partnership (?Parent?), China Integrated Circuit Industry Investment Fund Co., Ltd. ( ), a Chinese company

August 7, 2017 425

Xcerra FORM 8-K (Prospectus)

Form 8-K 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): August 4, 2017 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Co

June 7, 2017 10-Q

XCRA / Xcerra Corp FORM 10-Q (Quarterly Report)

10-Q 1 d374787d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period

June 1, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k053117.htm FORM 8-K 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 1, 2017 Xcerra Corporation (Exact Name of Registrant as Specified in Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction of Inco

June 1, 2017 EX-99.1

Xcerra Announces Third Quarter Results

EdgarFiling EXHIBIT 99.1 Xcerra Announces Third Quarter Results Third Quarter Notables: Revenue of $103.6 million, net income of $7.5 million or $0.14 per diluted share. On Non-GAAP basis, net income of $9.2 million or $0.17 per diluted share. Xcerra Corporation entered into a definitive agreement to be acquired by Unic Capital Management Co., Ltd, an affiliate of Sino IC Capital NORWOOD, Mass., J

May 26, 2017 EX-1.01

Xcerra Corporation Conflict Minerals Report For the 2016 Calendar Year

EX-1.01 2 d402806dex101.htm EX-1.01 Exhibit 1.01 Xcerra Corporation Conflict Minerals Report For the 2016 Calendar Year Introduction This Conflict Minerals Report (this “Report”) of Xcerra Corporation (“Xcerra,” the “Company,” “we,” “our,” or “us) has been prepared pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule” and the “Exchange Act” respectively), and inc

May 26, 2017 SD

Xcerra SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 825 University Avenue, Norwood, MA 02062 (Address of principal executive of

May 4, 2017 SC 13G/A

XCRA / Xcerra Corp / JP Morgan Chase & Co Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(c) ( AMENDMENT 1) XCERRA CORPORATION ( NAME OF ISSUER ) Common Stock, $0.

April 10, 2017 8-K

Xcerra FORM 8-K (Current Report/Significant Event)

Form 8-K 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 7, 2017 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Com

April 10, 2017 EX-99.7

Xcerra Corporation to be Acquired by Sino IC Capital

EX-99.7 Exhibit 99.7 Xcerra Corporation to be Acquired by Sino IC Capital Dear Valued Sales Representatives: I?m excited to let you know that Xcerra has signed a definitive agreement to be acquired by an affiliate of Sino IC Capital, one of the largest private equity funds in China, for $10.25 per share in cash. This means that, upon the satisfaction or waiver of customary conditions to closing, i

April 10, 2017 EX-99.2

Forward Looking Statements Certain statements contained in this presentation may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed tra

EX-99.2 Xcerra To Become A Private Company April 2017 Presentation to Employees Exhibit 99.2 Forward Looking Statements Certain statements contained in this presentation may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction involving Xcerra Corporation (?Xcerra?) and Unic

April 10, 2017 EX-99.8

Dear Valued Suppliers:

EX-99.8 Exhibit 99.8 Dear Valued Suppliers: I?m excited to let you know that Xcerra has signed a definitive agreement to be acquired by an affiliate of Sino IC Capital, one of the largest private equity funds in China, for $10.25 per share in cash. This means that, upon the satisfaction or waiver of customary conditions to closing, including regulatory approval and shareholder approval, Xcerra wil

April 10, 2017 EX-99.4

Employee Frequently Asked Questions

EX-99.4 Exhibit 99.4 Employee Frequently Asked Questions ? What is happening? ? We are transitioning from a publicly traded company to a privately held company. ? Who will be the new owners? ? Unic Capital Management Co., Ltd., an affiliate of Sino IC Capital, is a capital and asset management firm founded in 2016 that makes long-term investments in semiconductor and other advanced technology indu

April 10, 2017 EX-99.1

Xcerra Corporation to be Acquired for Approximately $580M by Unic Capital Management Co., Ltd, an Affiliate of Sino IC Capital

EX-99.1 4 d374611dex991.htm EX-99.1 Exhibit 99.1 For Immediate Release Xcerra Corporation to be Acquired for Approximately $580M by Unic Capital Management Co., Ltd, an Affiliate of Sino IC Capital • All cash transaction at $10.25 per share • Private ownership will enhance Xcerra’s growth prospects and support long term investment in new and existing markets, new product development, and stronger

April 10, 2017 EX-99.3

Forward Looking Statements Certain statements contained in this presentation may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed tra

EX-99.3 Xcerra To Become A Private Company April 2017 Exhibit 99.3 Forward Looking Statements Certain statements contained in this presentation may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction involving Xcerra Corporation (?Xcerra?) and Unic Capital Management Co., L

April 10, 2017 EX-2.1

Agreement and Plan of Merger, dated as of April 7, 2017, by and among Unic Capital management, Co., Ltd., China Integrated Industry Investment fund Co., Ltd., and Xcerra Corporation (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on April 10, 2017)

EX-2.1 Table of Contents Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER by and among UNIC CAPITAL MANAGEMENT CO., LTD., CHINA INTEGRATED CIRCUIT INDUSTRY INVESTMENT FUND CO., LTD., and XCERRA CORPORATION Dated as of April 7, 2017 Table of Contents TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 11 1.3 Certain Interpreta

April 10, 2017 EX-3.1

AMENDMENT TO THE BY-LAWS OF XCERRA CORPORATION ADOPTED ON APRIL 7, 2017

EX-3.1 3 d374611dex31.htm EX-3.1 Exhibit 3.1 AMENDMENT TO THE BY-LAWS OF XCERRA CORPORATION ADOPTED ON APRIL 7, 2017 The By-Laws of Xcerra Corporation, a Massachusetts corporation, are hereby amended to add a new Article IX immediately following Article VIII which shall read as follows: “Section 9.1 Forum for Adjudication of Disputes. Unless the corporation consents in writing to the selection of

April 10, 2017 EX-99.9

Transaction advantages

EX-99.9 Exhibit 99.9 Sino IC Capital Acquisition of Xcerra - Messaging Framework DOCUMENT PURPOSE This document provides background information, key facts, and outlines the key messages to be used as the basis for all communications regarding the acquisition of Xcerra Corporation by Sino IC Capital. Additional information on tailoring these key messages for specific audiences will be provided as a

April 10, 2017 EX-99.5

All Xcerra Employees,

EX-99.5 8 d374611dex995.htm EX-99.5 Exhibit 99.5 All Xcerra Employees, I’m excited to announce today that we have signed a definitive agreement to be acquired by an affiliate of Sino IC Capital, one of the largest private equity funds in China, for $10.25 per share in cash. I’m writing you to provide details on what this means for you and the future of the Company. An affiliate of Sino IC Capital

April 10, 2017 EX-99.6

Xcerra Corporation to be Acquired by Sino IC Capital

EX-99.6 Exhibit 99.6 April 10, 2017 Xcerra Corporation to be Acquired by Sino IC Capital Dear Valued Customer, We are excited to let you know that Xcerra has signed a definitive agreement to be acquired by an affiliate of Sino IC Capital, one of the largest private equity funds in China, for $10.25 per share in cash. I?m writing you to provide details on what this means for you and the future of t

April 10, 2017 EX-99.5

All Xcerra Employees,

EX-99.5 8 d374611dex995.htm EX-99.5 Exhibit 99.5 All Xcerra Employees, I’m excited to announce today that we have signed a definitive agreement to be acquired by an affiliate of Sino IC Capital, one of the largest private equity funds in China, for $10.25 per share in cash. I’m writing you to provide details on what this means for you and the future of the Company. An affiliate of Sino IC Capital

April 10, 2017 EX-3.1

AMENDMENT TO THE BY-LAWS OF XCERRA CORPORATION ADOPTED ON APRIL 7, 2017

EX-3.1 Exhibit 3.1 AMENDMENT TO THE BY-LAWS OF XCERRA CORPORATION ADOPTED ON APRIL 7, 2017 The By-Laws of Xcerra Corporation, a Massachusetts corporation, are hereby amended to add a new Article IX immediately following Article VIII which shall read as follows: ?Section 9.1 Forum for Adjudication of Disputes. Unless the corporation consents in writing to the selection of an alternative forum, the

April 10, 2017 EX-99.6

Xcerra Corporation to be Acquired by Sino IC Capital

EX-99.6 9 d374611dex996.htm EX-99.6 Exhibit 99.6 April 10, 2017 Xcerra Corporation to be Acquired by Sino IC Capital Dear Valued Customer, We are excited to let you know that Xcerra has signed a definitive agreement to be acquired by an affiliate of Sino IC Capital, one of the largest private equity funds in China, for $10.25 per share in cash. I’m writing you to provide details on what this means

April 10, 2017 EX-99.8

Dear Valued Suppliers:

EX-99.8 Exhibit 99.8 Dear Valued Suppliers: I?m excited to let you know that Xcerra has signed a definitive agreement to be acquired by an affiliate of Sino IC Capital, one of the largest private equity funds in China, for $10.25 per share in cash. This means that, upon the satisfaction or waiver of customary conditions to closing, including regulatory approval and shareholder approval, Xcerra wil

April 10, 2017 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among UNIC CAPITAL MANAGEMENT CO., LTD., CHINA INTEGRATED CIRCUIT INDUSTRY INVESTMENT FUND CO., LTD., XCERRA CORPORATION Dated as of April 7, 2017

EX-2.1 2 d374611dex21.htm EX-2.1 Table of Contents Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER by and among UNIC CAPITAL MANAGEMENT CO., LTD., CHINA INTEGRATED CIRCUIT INDUSTRY INVESTMENT FUND CO., LTD., and XCERRA CORPORATION Dated as of April 7, 2017 Table of Contents TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions

April 10, 2017 EX-99.2

Forward Looking Statements Certain statements contained in this presentation may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed tra

EX-99.2 5 d374611dex992.htm EX-99.2 Xcerra To Become A Private Company April 2017 Presentation to Employees Exhibit 99.2 Forward Looking Statements Certain statements contained in this presentation may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction involving Xcerra Cor

April 10, 2017 EX-99.9

Transaction advantages

EX-99.9 Exhibit 99.9 Sino IC Capital Acquisition of Xcerra - Messaging Framework DOCUMENT PURPOSE This document provides background information, key facts, and outlines the key messages to be used as the basis for all communications regarding the acquisition of Xcerra Corporation by Sino IC Capital. Additional information on tailoring these key messages for specific audiences will be provided as a

April 10, 2017 EX-99.4

Employee Frequently Asked Questions

EX-99.4 7 d374611dex994.htm EX-99.4 Exhibit 99.4 Employee Frequently Asked Questions • What is happening? • We are transitioning from a publicly traded company to a privately held company. • Who will be the new owners? • Unic Capital Management Co., Ltd., an affiliate of Sino IC Capital, is a capital and asset management firm founded in 2016 that makes long-term investments in semiconductor and ot

April 10, 2017 EX-99.3

Forward Looking Statements Certain statements contained in this presentation may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed tra

EX-99.3 6 d374611dex993.htm EX-99.3 Xcerra To Become A Private Company April 2017 Exhibit 99.3 Forward Looking Statements Certain statements contained in this presentation may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction involving Xcerra Corporation (“Xcerra”) and Un

April 10, 2017 DEFA14A

Xcerra FORM 8-K

Form 8-K 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 7, 2017 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Com

April 10, 2017 EX-99.7

Xcerra Corporation to be Acquired by Sino IC Capital

EX-99.7 10 d374611dex997.htm EX-99.7 Exhibit 99.7 Xcerra Corporation to be Acquired by Sino IC Capital Dear Valued Sales Representatives: I’m excited to let you know that Xcerra has signed a definitive agreement to be acquired by an affiliate of Sino IC Capital, one of the largest private equity funds in China, for $10.25 per share in cash. This means that, upon the satisfaction or waiver of custo

April 10, 2017 EX-99.1

Xcerra Corporation to be Acquired for Approximately $580M by Unic Capital Management Co., Ltd, an Affiliate of Sino IC Capital

EX-99.1 Exhibit 99.1 For Immediate Release Xcerra Corporation to be Acquired for Approximately $580M by Unic Capital Management Co., Ltd, an Affiliate of Sino IC Capital ? All cash transaction at $10.25 per share ? Private ownership will enhance Xcerra?s growth prospects and support long term investment in new and existing markets, new product development, and stronger customer relationships ? Xce

March 9, 2017 10-Q

Xcerra FORM 10-Q (Quarterly Report)

10-Q 1 d310144d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition perio

February 21, 2017 EX-99.1

Xcerra Announces Second Quarter Results

EdgarFiling EXHIBIT 99.1 Xcerra Announces Second Quarter Results Second Quarter Notables: Total sales up 11% year-over-year, semiconductor test solutions (STS) up 16% RF Power Amplifier market rebounds, low end analog strongest in over three years Strong, broad based demand drives growth for fiscal Q3 and beyond NORWOOD, Mass., Feb. 21, 2017 (GLOBE NEWSWIRE) - Xcerra Corporation (NASDAQ:XCRA), tod

February 21, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k021717.htm FORM 8-K 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): February 21, 2017 Xcerra Corporation (Exact Name of Registrant as Specified in Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction of

February 13, 2017 SC 13G/A

XCRA / Xcerra Corp / Nokomis Capital, L.L.C. - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No.

February 9, 2017 SC 13G

XCRA / Xcerra Corp / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Xcerra Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 98400J108 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedule

December 9, 2016 10-Q

Xcerra FORM 10-Q (Quarterly Report)

10-Q 1 d272272d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition perio

December 9, 2016 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 f8k120916.htm FORM 8-K 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 7, 2016 Xcerra Corporation (Exact Name of Registrant as Specified in its Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction

December 1, 2016 8-K

Xcerra FORM 8-K (Current Report/Significant Event)

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 1, 2016 Xcerra Corporation (Exact Name of Registrant as Specified in Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction of Incorporation) (Commission Fi

December 1, 2016 EX-99.1

Xcerra Announces First Quarter Results

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Xcerra Announces First Quarter Results First Quarter Notables: Semiconductor Test Solutions sales up 13% year-over-year Record quarter for Diamondx sales Two new customer wins for the MT2168 XT pick and place handler NORWOOD, Mass., Dec. 01, 2016 (GLOBE NEWSWIRE) - Xcerra Corporation (NASDAQ:XCRA), today announced financial results for its first fisc

October 28, 2016 DEF 14A

Xcerra DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Com

September 16, 2016 10-K

Xcerra 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 16, 2016 EX-21.1

Entity Name

EX-21.1 EXHIBIT 21.1 Entity Name Jurisdiction of Organization % Ownership LTX-Credence (Deutschland) GmbH Germany 100 Wholly owned Subsidiaries: atg-Luther & Maelzer GmbH Germany 100 Multitest GmbH Germany 100 atg-Luther & Maelzer Asia Ltd. Taiwan 100 Multitest elektronische Systeme GmbH Germany 100 LTX-Credence France S.A.S. France 100 LTX-Credence Italia S.r.l Italy 100 LTX Asia International, I

September 1, 2016 EX-99.1

Xcerra Announces Fourth Quarter and Fiscal Year Results

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Xcerra Announces Fourth Quarter and Fiscal Year Results Fourth Fiscal Quarter Notables: Grew sales 11% over the previous quarter Shipped initial Diamondx testers for Flat Panel Display driver devices Successfully completed technical evaluation with second potential customer for InCarrier Shipped first MT2168 handlers to customers for ambient, hot and

September 1, 2016 8-K

Xcerra FORM 8-K (Current Report/Significant Event)

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): September 1, 2016 Xcerra Corporation (Exact Name of Registrant as Specified in Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction of Incorporation) (Commission F

June 9, 2016 10-Q

Xcerra FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 6, 2016 8-K

Xcerra FORM 8-K (Current Report/Significant Event)

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 6, 2016 Xcerra Corporation (Exact Name of Registrant as Specified in Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction of Incorporation) (Commission File N

June 6, 2016 EX-99.1

Xcerra Announces Third Quarter Results

EX-99.1 2 exh991.htm PRESS RELEASE EXHIBIT 99.1 Xcerra Announces Third Quarter Results Third Fiscal Quarter Notables: Semiconductor Test Solutions Segment: net sales up 19% from Q2FY16 Initial orders received for flat panel display driver market Five new evaluations for MT2168, our next gen Pick and Place Handler Third customer begins evaluation of InCarrier solution for WLCSP NORWOOD, Mass., June

May 31, 2016 SD

Xcerra SD

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 825 University Avenue, Norwood, MA 02062 (Address of principal executive

May 31, 2016 EX-1.01

Xcerra Corporation Conflict Minerals Report For the 2015 Calendar Year

EX-1.01 Exhibit 1.01 Xcerra Corporation Conflict Minerals Report For the 2015 Calendar Year Introduction This Conflict Minerals Report (this ?Report?) of Xcerra Corporation (?Xcerra,? the ?Company,? ?we,? ?our,? or ?us) has been prepared pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the ?Rule?), and included as an exhibit to the Company?s Specialized Disclosure Repo

April 27, 2016 CORRESP

Xcerra ESP

CORRESP April 27, 2016 United States Securities and Exchange Commission Division of Corporation Finance Mailstop 3030 Washington, DC 20549 Attention: Mr.

March 11, 2016 10-Q

Xcerra FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 25, 2016 EX-99.1

Xcerra Announces Second Quarter Results

EdgarFiling EXHIBIT 99.1 Xcerra Announces Second Quarter Results Second Fiscal Quarter Notables: Strategic investment made in supporting core business growth InCarrier WLCSP solution completes proof of concept phase 8th consecutive quarter of positive EBITDA NORWOOD, Mass., Feb. 25, 2016 (GLOBE NEWSWIRE) - Xcerra Corporation (NASDAQ:XCRA), today announced financial results for its second fiscal qu

February 25, 2016 8-K

Xcerra FORM 8-K (Current Report/Significant Event)

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): February 25, 2016 Xcerra Corporation (Exact Name of Registrant as Specified in Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction of Incorporation) (Commission F

February 11, 2016 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.05 per share, of Xcerra Corporation, a Massachusetts corporation, and further a

February 11, 2016 SC 13G

Xcerra SC 13G (Passive Acquisition of More Than 5% of Shares)

SC 13G 1 d125210dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Xcerra Corporation (Name of Issuer) Common Stock, par value $0.05 per share (Title of Class of Securities) 98400J108 (CUSIP Number) December

February 3, 2016 SC 13G

XCRA / Xcerra Corp / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Xcerra Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 98400J108 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedule

December 21, 2015 8-K

Xcerra FORM 8-K (Current Report/Significant Event)

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 16, 2015 Xcerra Corporation (Exact Name of Registrant as Specified in its Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction of Incorporation) (Commissi

December 10, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d89356d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from

December 1, 2015 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 document.htm FORM 8-K FILING DOCUMENT 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) November 30, 2015 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or oth

December 1, 2015 EX-99

Xcerra Announces the Completion of the Sale of the Interface Board Business

Xcerra Announces the Completion of the Sale of the Interface Board Business EXHIBIT 99.

November 24, 2015 EX-99

Xcerra Announces First Quarter Results

Xcerra Announces First Quarter Results EXHIBIT 99.1 Xcerra Announces First Quarter Results First Fiscal Quarter Notables: Business environment slowed more than expected First quarter financial results outperform model Positive outlook for calendar 2016, with multiple growth opportunities NORWOOD, Mass., Nov. 24, 2015 (GLOBE NEWSWIRE) - Xcerra Corporation (NASDAQ:XCRA), today announced financial re

November 24, 2015 8-K

Xcerra FORM 8-K FILING DOCUMENT (Current Report/Significant Event)

Form 8-K Filing 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) November 24, 2015 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorpora

November 4, 2015 DEF 14A

Xcerra DEF 14A

DEF 14A 1 d72215ddef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statemen

October 14, 2015 EX-21.1

Subsidiaries of Registrant Entity Name Jurisdiction of Organization % Ownership LTX-Credence (Deutschland) GmbH Germany 100 Wholly owned Subsidiaries: atg-Luther & Maelzer GmbH Germany 100 Multitest GmbH Germany 100 atg-Luther & Maelzer Asia Ltd. Tai

EX-21.1 5 d85525dex211.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of Registrant Entity Name Jurisdiction of Organization % Ownership LTX-Credence (Deutschland) GmbH Germany 100 Wholly owned Subsidiaries: atg-Luther & Maelzer GmbH Germany 100 Multitest GmbH Germany 100 atg-Luther & Maelzer Asia Ltd. Taiwan 100 Multitest elektronische Systeme GmbH Germany 100 LTX-Credence France S.A.S. France 100 LT

October 14, 2015 EX-10.14

First Amendment to Credit Agreement and Waiver, dated September 16, 2015, among the Company, Everett Charles Technologies, LLC, the several lenders identified on the signature pages thereto and Silicon Valley Bank as Administrative Agent and Collateral Agent (Incorporated by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the year ended July 31, 2015)

EX-10.14 4 d85525dex1014.htm EX-10.14 Exhibit 10.14 FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER This First Amendment to Credit Agreement and Waiver (this “Amendment”) is made effective as of this 16th day of September, 2015 (the “Amendment Effective Date”), by and among XCERRA CORPORATION, a Massachusetts corporation (“Xcerra”) and EVERETT CHARLES TECHNOLOGIES LLC, a Delaware limited liability

October 14, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-10761 Xcer

October 14, 2015 EX-3.1

Restated Articles of Organization, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended July 31, 2015)

EX-3.1 2 d85525dex31.htm EX-3.1 Exhibit 3.1 COMMONWEALTH OF MASSACHUSETTS William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 Articles of Amendment (General Laws Chapter 156D, Section 10.06; 950 CMR 113.34) Xcerra Corporation, having a registered office at 155 Federal Street, Boston, MA 02110 (the “Corporation”), certifies as follows: FIRST, A

October 14, 2015 EX-3.2

By-law, as amended (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended July 31, 2015)

EX-3.2 3 d85525dex32.htm EX-3.2 Exhibit 3.2 XCERRA CORPORATION BY-LAWS TABLE OF CONTENTS Title Page Article I – General Section 1.1 Offices 1 Section 1.2 Seal 1 Section 1.3 Fiscal Year 1 Article II –Stockholders Section 2.1 Place of Meeting 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.4 Notice of Meetings 2 Section 2.5 Quorum 2 Section 2.6 Voting 2 Section 2.7 Inspector

September 9, 2015 8-K

Xcerra FORM 8-K (Current Report/Significant Event)

Form 8-K 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) September 8, 2015 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (

September 9, 2015 EX-99.1

Xcerra Announces the Signing of a Definitive Agreement to Divest Its Interface Board Business

EX-99.1 Exhibit 99.1 For Immediate Release Xcerra Announces the Signing of a Definitive Agreement to Divest Its Interface Board Business Norwood, Mass., September 9, 2015 ? Xcerra Corporation (Nasdaq:XCRA), today announced that it has agreed to sell its semiconductor test interface board business based in Santa Clara, CA (?Interface Board Business?) to Fastprint Hong Kong Co., Ltd., a wholly owned

September 9, 2015 EX-10.1

Asset Purchase Agreement, dated as of September 8, 2015, by and among the Company, Everett Charles Technologies, LLC, Multitest Electronic Systems, Inc., Fastprint Hong Kong Co. Ltd., Fastprint Technology (U.S.) LLC, and FastTest Technology, Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 8, 2015)

EX-10.1 Exhibit 10.1 ASSET PURCHASE AGREEMENT between XCERRA CORPORATION, EVERETT CHARLES TECHNOLOGIES LLC, MULTITEST ELECTRONIC SYSTEMS, INC. and FASTPRINT HONG KONG CO. LTD, FASTPRINT TECHNOLOGY (U.S.) LLC, and FASTTEST TECHNOLOGY INC. Dated as of September 8, 2015 TABLE OF CONTENTS Page(s) ARTICLE I PURCHASE AND SALE 1 Section 1.1. Acquired Assets and Assumed Liabilities 1 Section 1.2. Designat

September 3, 2015 8-K

Xcerra FORM 8-K FILING DOCUMENT (Current Report/Significant Event)

Form 8-K Filing 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) September 3, 2015 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorpora

September 3, 2015 EX-99

Xcerra Announces Fourth Quarter and Fiscal Year Results

Xcerra Announces Fourth Quarter and Fiscal Year Results EXHIBIT 99.1 Xcerra Announces Fourth Quarter and Fiscal Year Results Fourth Fiscal Quarter and Fiscal Year Notables: Factory acceptance received for first MEMS test cell solution in the fourth quarter Generated $28 million of GAAP Net Income and $48 million of EBITDA during the fiscal year, EBITDA excludes stock based compensation expense Acq

June 9, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

June 1, 2015 SD

Xcerra FORM SD

Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 825 University Avenue, Norwood, MA 02062 (Address of principal exec

June 1, 2015 EX-1.01

Conflict Minerals Report

Exhibit 1.01 Exhibit 1.01 Conflict Minerals Report Xcerra Corporation (the ?Company?) has prepared this Conflict Minerals Report (the ?Report?) pursuant to Rule 13p-1 and Form SD (the ?Rule?) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2014 to December 31, 2014. The Rule requires disclosure of certain information when a company manufacture

May 28, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) May 28, 2015 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Commission Fil

May 28, 2015 EX-99

Xcerra Announces Third Quarter Results

Xcerra Announces Third Quarter Results EXHIBIT 99.1 Xcerra Announces Third Quarter Results Third Fiscal Quarter Notables: Semiconductor Test Solutions Up 18% quarter over quarter Strong demand for PCB testers continues Factory acceptance received for first MEMS test cell solution NORWOOD, Mass., May 28, 2015 (GLOBE NEWSWIRE) - Xcerra Corporation (Nasdaq:XCRA), today announced financial results for

March 12, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d863642d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro

February 26, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) February 26, 2015 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Commissio

February 26, 2015 EX-99

Xcerra Announces Second Quarter Results

EX-99 2 newsrelease.htm PRESS RELEASE EXHIBIT 99.1 Xcerra Announces Second Quarter Results Second Fiscal Quarter Notables: Delivered positive operating results for seasonally slow quarter atg-LM introduced new flying probe printed circuit board tester Finalized agreement to acquire Titan Semiconductor Tool, LLC NORWOOD, Mass., Feb. 26, 2015 (GLOBE NEWSWIRE) - Xcerra Corporation (Nasdaq:XCRA), toda

February 9, 2015 SC 13G

XCRA / Xcerra Corp / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Xcerra Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 98400J108 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedule

December 19, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 15, 2014 Xcerra Corporation (Exact Name of Registrant as Specified in its Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction of Incorporation) (Commissi

December 19, 2014 EX-10.1

Credit Agreement, dated December 15, 2014, among the Company, Everett Charles Technologies LLC, the Several Lenders from time to time party thereto and Silicon Valley Bank as Administrative Agent, Issuing Bank and Lender. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2014)

EX-10.1 Exhibit 10.1 Execution Version $25,000,000 SENIOR SECURED TERM LOAN FACILITY CREDIT AGREEMENT dated as of December 15, 2014, among XCERRA CORPORATION AND EVERETT CHARLES TECHNOLOGIES LLC as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, and SILICON VALLEY BANK, as Administrative Agent Table of Contents Page SECTION 1 DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definiti

December 10, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

November 25, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 25, 2014 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Commissio

November 25, 2014 EX-99

Xcerra Announces First Quarter Results

EXHIBIT 99.1 Xcerra Announces First Quarter Results First Fiscal Quarter Notables: Record number of PAx RF power amplifier test system sales in the quarter Achieved target business model performance Expect a seasonal impact to revenues in Q2FY15 NORWOOD, Mass., Nov. 25, 2014 (GLOBE NEWSWIRE) - Xcerra Corporation (Nasdaq:XCRA), today announced financial results for its first fiscal quarter ended Oc

November 6, 2014 DEFA14A

XCRA / Xcerra Corp DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

November 6, 2014 DEF 14A

XCRA / Xcerra Corp DEF 14A - - DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

October 22, 2014 PRE 14A

XCRA / Xcerra Corp PRE 14A - - PRE 14A

PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, For Use of

October 14, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-10761 Xcer

October 14, 2014 EX-21.1

Subsidiaries of Registrant Entity Name Jurisdiction of Organization % Ownership LTX-Credence (Deutschland) GmBH Germany 100 Wholly owned Subsidiaries: atg-Luther & Maelzer GmbH Germany 100 Multitest GmbH Germany 100 atg-Luther & Maelzer Asia Ltd. Tai

EX-21.1 Exhibit 21.1 Subsidiaries of Registrant Entity Name Jurisdiction of Organization % Ownership LTX-Credence (Deutschland) GmBH Germany 100 Wholly owned Subsidiaries: atg-Luther & Maelzer GmbH Germany 100 Multitest GmbH Germany 100 atg-Luther & Maelzer Asia Ltd. Taiwan 100 Multitest elektronische Systeme GmbH Germany 100 LTX-Credence France S.A.S. France 100 LTX-Credence Italia S.r.l Italy 10

September 15, 2014 8-K

Financial Statements and Exhibits, Other Events

8-K 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): September 12, 2014 XCERRA CORPORATION (Exact Name of Registrant as Specified in Its Charter) Massachusetts 001-10761 04-2594045 (State or Other Jurisdiction of Incorporation) (Com

September 15, 2014 EX-99.1

Xcerra Corporation Announces Pricing of Public Offering

EX-99.1 Exhibit 99.1 Xcerra Corporation Announces Pricing of Public Offering of Common Stock NORWOOD, Mass., Sept. 12, 2014 — Xcerra Corporation (Nasdaq: XCRA) today announced the pricing of an underwritten public offering of 4,682,927 shares of its common stock at $10.25 per share. Xcerra has also granted to the underwriters a 30-day option to purchase up to an aggregate of 702,439 additional sha

September 15, 2014 424B5

4,682,927 Shares Xcerra Corporation Common Stock

424B5 1 d784209d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)5 Registration No. 333-195033 PROSPECTUS SUPPLEMENT (To Prospectus dated June 12, 2014) 4,682,927 Shares Xcerra Corporation Common Stock This is an offering of 4,682,927 shares of the common stock of Xcerra Corporation. Our common stock trades on the Nasdaq Global Market under the symbol “XCRA.” On September 11, 2014, t

September 15, 2014 EX-1.1

4,682,927 Shares XCERRA CORPORATION Common Stock ($0.05 Par Value) UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 4,682,927 Shares XCERRA CORPORATION Common Stock ($0.05 Par Value) UNDERWRITING AGREEMENT September 12, 2014 STIFEL, NICOLAUS & COMPANY, INCORPORATED 787 Seventh Avenue New York, New York 10019 and CRAIG-HALLUM CAPITAL GROUP LLC 222 South 9th Street Suite 350 Minneapolis, Minnesota 55402 As Representatives of the Several Underwriters named in Schedule I hereto Ladies and Gentlem

September 12, 2014 8-K/A

Results of Operations and Financial Condition

Form 8-K Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2014 XCERRA CORPORATION (Exact Name of Registrant as Specified in Its Charter) Massachusetts 001-10761 04-2594045 (State or O

September 12, 2014 FWP

XCERRA CORPORATION Common Stock

FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated September 11, 2014 Relating to Preliminary Prospectus dated September 8, 2014 Registration No.

September 8, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) September 8, 2014 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Commissio

September 8, 2014 EX-99

Xcerra Announces Fourth Quarter and Fiscal Year Results

EXHIBIT 99.1 Xcerra Announces Fourth Quarter and Fiscal Year Results Fourth Fiscal Quarter Highlights: Quarterly revenues grew 18% over the previous quarter Semiconductor testers, handlers and interface products driving growth Achieved target business model in the fourth quarter Strong business momentum continues into Q1FY15 NORWOOD, Mass., Sept. 8, 2014 (GLOBE NEWSWIRE) - Xcerra Corporation (Nasd

September 8, 2014 424B5

Subject to Completion, dated September 8, 2014

424B5 Table of Contents Filed Pursuant to Rule 424(b)5 Registration No. 333-195033 Subject to Completion, dated September 8, 2014 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any

August 29, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K 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): August 26, 2014 Xcerra Corporation (Exact Name of Registrant as Specified in its Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction of Incorporation) (C

June 11, 2014 S-3/A

- FORM S-3/A AMENDMENT #2

Form S-3/A Amendment #2 Table of Contents As filed with the Securities and Exchange Commission on June 11, 2014 Registration No.

June 11, 2014 EX-4.5

Form of Senior Note (FACE OF SECURITY)

EX-4.5 Exhibit 4.5 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE

June 11, 2014 EX-12

Calculation of Consolidated Ratios of Earnings to Fixed Charges Xcerra Corporation Statement of Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges (in thousands, except ratios) Nine months ended April 30, 2014 Ju

EX-12 Exhibit 12 Calculation of Consolidated Ratios of Earnings to Fixed Charges Xcerra Corporation Statement of Computation of Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed Charges (in thousands, except ratios) Nine months ended April 30, 2014 July 31, 2013 July 31, 2012 July 31, 2011 July 31, 2010 July 31, 2009 Income (loss) from continuing operations $ (15,632 ) $ (12,866 )

June 11, 2014 EX-4.1

Restated Articles of Organization (General Laws Chapter 156D, Section 10.07; 950 CMR 113.35)

EX-4.1 2 d697354dex41.htm EX-4.1 Exhibit 4.1 Restated Articles of Organization (General Laws Chapter 156D, Section 10.07; 950 CMR 113.35) LTX-Credence Corporation, having a registered office at 155 Federal Street, Boston, MA 02110, certifies as follows: FIRST, these Restated Articles were duly adopted and approved on May 25, 2010 by the board of directors and on July 8, 2010 by the shareholders, i

June 11, 2014 EX-4.3

XCERRA CORPORATION [ ] Dated as of [ ] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicabl

EX-4.3 Exhibit 4.3 XCERRA CORPORATION and [ ] Trustee INDENTURE Dated as of [ ] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02

June 11, 2014 EX-4.6

Form of Subordinated Note (FACE OF SECURITY)

EX-4.6 Exhibit 4.6 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER N

June 11, 2014 EX-4.4

XCERRA CORPORATION Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable

Exhibit 4.4 XCERRA CORPORATION and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) In

June 11, 2014 CORRESP

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CORRESP XCERRA CORPORATION 825 University Avenue Norwood, MA 02062 June 11, 2014 By EDGAR Submission Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 9, 2014 EX-10.1

First Amendment to Credit Agreement and Waiver, dated April 15, 2014, among the Registrant, Everett Charles Technologies, LLC, the Several Lenders from time to time party thereto and Silicon Valley Bank as Administrative Agent, Issuing Bank and Lender (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 8-K filed on June 9, 2014)

EX-10.1 2 d720398dex101.htm EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER This First Amendment to Credit Agreement and Waiver (this “Amendment”) is made effective as of this 15th day of April, 2014 (the “Amendment Effective Date”), by and among LTX-CREDENCE CORPORATION, a Massachusetts corporation (“LTX”) and EVERETT CHARLES TECHNOLOGIES LLC, a Delaware limited liability comp

June 9, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0

June 6, 2014 CORRESP

-

Response Letter June 6, 2014 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Russell Mancuso Re: Xcerra Corporation Amendment No.

June 2, 2014 SD

- FORM SD

FORM SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 825 University Avenue, Norwood, MA 02062 (Address of principal exec

June 2, 2014 EX-1.02

Conflict Minerals Report

EX-1.02 Exhibit 1.02 Conflict Minerals Report Xcerra Corporation (the “Company”) has prepared this Conflict Minerals Report (the “Report”) pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2013 to December 31, 2013. The Rule requires disclosure of certain information when a company manufactures or

May 22, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders - FORM 8-K FILING DOCUMENT

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) May 16, 2014 Xcerra Corporation (Exact name of registrant as specified in its charter) Massachusetts 000-10761 04-2594045 (State or other jurisdiction of incorporation) (Commission Fil

May 22, 2014 EX-99

Xcerra, (Formerly LTX-Credence) Announces Third Quarter Results

EXHIBIT 99.1 Xcerra, (Formerly LTX-Credence) Announces Third Quarter Results Third Fiscal Quarter Highlights: Established a new corporate brand Strong business momentum for semiconductor test products Revenues at $105.4 million PCB tester business performance better than seasonal expectations NORWOOD, Mass., May 22, 2014 (GLOBE NEWSWIRE) - Xcerra Corporation (Nasdaq:XCRA) formerly known as LTX-Cre

May 2, 2014 S-3/A

- AMENDMENT NO.1 TO FORM S-3

S-3/A 1 d697354ds3a.htm AMENDMENT NO.1 TO FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on May 2, 2014 Registration No. 333-195033 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LTX-Credence Corporation (Exact name of registrant as specified in its charter) Ma

May 2, 2014 EX-10.1

Executive Employment Agreement, dated April 29, 2014, between the Company and David G. Tacelli (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 2, 2014)

EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made and entered into by and between LTX-Credence corporation (“LTXC” or “Company”), and David G. Tacelli (“Employee”), effective as of April 29, 2014 (the “Effective Date”). RECITALS: WHEREAS, Employee is currently employed by Company, and the Board of Directors of Company (the “Board of

May 2, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d718685d8k.htm 8-K 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 29, 2014 LTX-Credence Corporation (Exact Name of Registrant as Specified in its Charter) Massachusetts 000-10761 04-2594045 (State or Other Jurisdiction

May 2, 2014 EX-10.2

Executive Employment Agreement, dated April 29, 2014, between the Company and Mark J. Gallenberger (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 2, 2014)

EX-10.2 Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made and entered into by and between LTX-Credence corporation (“LTXC” or “Company”), and Mark J. Gallenberger (“Employee”), effective as of April 29, 2014 (the “Effective Date”). RECITALS: WHEREAS, Employee is currently employed by Company, and the Board of Directors of Company (the “Board

May 2, 2014 EX-10.3

Addendum to Employment Agreement, dated April 29, 2014, between the Company and Pascal Ronde (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 2, 2014)

EX-10.3 4 d718685dex103.htm EX-10.3 Exhibit 10.3 Addendum to the employment agreement BETWEEN THE UNDERSIGNED: LTX-Credence France A limited liability corporation, with a share capital of 200,000 euros, the registered office of which is located at 60 rue des Berges, Miniparc Polytec, Bâtiment Tramontane, 38000 Grenoble, registered with the Commercial Registry of Grenoble under the number 323 859 0

May 2, 2014 EX-10.4

Employment Agreement

EX-10.4 Exhibit 10.4 Employment Agreement BETWEEN THE UNDERSIGNED LTX-Credence France A limited liability corporation, with a share capital of 200,000 euros, the registered office of which is located at 60 rue des Berges, Miniparc Polytec, Bâtiment Tramontane, 38000 Grenoble, registered with the Commercial Registry of Grenoble under the number 323 859 074. Represented for the purposes hereof by Mr

May 2, 2014 EX-4.4

LTX-CREDENCE CORPORATION Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inappli

EX-4.4 2 d697354dex44.htm EX-4.4 Exhibit 4.4 LTX-CREDENCE CORPORATION and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c)

May 2, 2014 CORRESP

-

CORRESP 10 filename10.htm May 2, 2014 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Attention: Russell Mancuso Re: LTX-Credence Corporation Registration Statement on Form S-3 Filed April 3, 2014 File No. 333-195033 Dear Mr. Mancuso: On behalf of LTX-Credence Corporation (the “Company”), set forth below are responses to

April 4, 2014 DEF 14A

- NOTICE AND PROXY STATEMENT

DEF 14A 1 d697269ddef14a.htm NOTICE AND PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Prelim

April 3, 2014 S-3

- S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on April 3, 2014 Registration No.

April 3, 2014 8-K/A

Financial Statements and Exhibits - AMENDMENT NO.3 TO FORM 8-K

Amendment No.3 to Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 3) 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 1, 2013 LTX-Credence Corporation (Exact Name of Registrant as Specified in its Charter) Massachusetts 000-10761 04-2594045 (Sta

April 3, 2014 EX-4.3

LTX-CREDENCE CORPORATION [ ] Dated as of [ ] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapp

EX-4.3 Exhibit 4.3 LTX-CREDENCE CORPORATION and [ ] Trustee INDENTURE Dated as of [ ] SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a)

April 3, 2014 EX-4.4

LTX-CREDENCE CORPORATION [GUARANTOR NAME / THE GUARANTORS LISTED ON SCHEDULE I] Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310

EX-4.4 Exhibit 4.4 LTX-CREDENCE CORPORATION [GUARANTOR NAME / THE GUARANTORS LISTED ON SCHEDULE I] and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 3

April 3, 2014 EX-4.6

Form of Subordinated Note (FACE OF SECURITY)

EX-4.6 Exhibit 4.6 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER N

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