TTM TECHNOLOGIES, INC. (NASDAQ:TTMI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 – Entry into a Material Definitive Agreement
The information set forth below under Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 1.02 – Termination of a Material Definitive Agreement
As a result of the closing of the sale (the “Sale”) of 4,000,000 shares of common stock of TTM Technologies, Inc. (the “Company”) by Su Sih (BVI) Limited (“Su Sih”) on February 27, 2017, to Rule 144 promulgated under the Securities Act of 1933, as amended, that certain Shareholders Agreement by and among the Company, Meadville Holdings Limited, Su Sih, Tang Hsiang Chien, Tang Chung Yen, or Tom Tang, and Tang Ying Ming, or Mai Tang, dated as of April 9, 2010, as amended on September 14, 2012 and December 29, 2015 (the “Shareholders Agreement”) will terminate to its terms. The Shareholders Agreement provides that it will terminate automatically 181 days following the time when Tom Tang, certain members of his family, or their respective affiliates (collectively, the “Tang Affiliates”) cease to beneficially own in the aggregate at least 9.9% of the total voting power of the Company. Following the Sale, the Tang Affiliates no longer beneficially own in the aggregate at least 9.9% of the total voting power of the Company.
The Shareholders Agreement provided, among other things, certain designation and nomination rights for the Tang Affiliates, including the right to nominate a member of the Board of Directors of the Company (the “Board”) so long as the Tang Affiliates beneficially owned in the aggregate at least 9.9% of the total voting power of the Company. Tom Tang currently serves on the Board as the designee of the Tang Affiliates.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 28, 2017, Tom Tang, a member of the Board submitted a notice of resignation to the Board to the terms of the Shareholders Agreement, which agreement is more fully described under Item 1.02 above. Mr. Tang and the Company have agreed to amend the terms of the Shareholders Agreement such that Mr. Tang will remain a member of the Board until the next meeting of the Nominating and Corporate Governance Committee of the Board (the “Committee”), which is scheduled to meet on May 10, 2017. At that Committee meeting, Mr. Tang’s resignation shall become effective unless (i) the Committee agrees not to accept such resignation and (ii) Mr. Tang agrees to revoke his resignation letter.
Mr. Tang’s submission of his notice of resignation was not the result of any disagreement with the Company, but was in accordance with the requirements of the Shareholders Agreement.
About TTM TECHNOLOGIES, INC. (NASDAQ:TTMI)
TTM Technologies, Inc. is a manufacturer of printed circuit board (PCB) products and is focused on technologically advanced PCBs and electro-mechanical solutions (E-M Solutions). The Company operates approximately 30 specialized facilities in the United States, the People’s Republic of China (China), Canada and Mexico. The Company’s operating segments include PCB, which consists of approximately 15 domestic PCB fabrication plants, including a facility that provides follow-on value-added services primarily for one of the PCB fabrication plants; over eight PCB fabrication plants in China and one in Canada, and E-M Solutions, which consists of approximately four custom electronic assembly plants; over three in China and one in Mexico. It serves a range of customer base, including manufacturers of networking/communications infrastructure products, smartphones and touchscreen tablets, as well as the aerospace and defense, computing and industrial/medical industries. TTM TECHNOLOGIES, INC. (NASDAQ:TTMI) Recent Trading Information
TTM TECHNOLOGIES, INC. (NASDAQ:TTMI) closed its last trading session 00.00 at 16.16 with 2,258,818 shares trading hands.