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): March 15, 2013
Aehr Test Systems
(Exact name of Registrant as specified in its charter)
California 000-22893 94-2424084
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
400 Kato Terrace
Fremont, California 94539
(Address of principal executive offices, including zip code)
510-623-9400
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 3.02 of this Current Report on Form 8-K that
relates to the entry into material definitive agreements is incorporated by
reference into this Item 1.01.
ITEM 3.02. Unregistered Sales of Equity Securities.
On March 15, 2013, Aehr Test Systems (the "Company") agreed to issue 1,158,000
shares of its common stock (the "Shares") pursuant to a Common Stock Purchase
Agreement by and among the Company and the Investors (as defined therein) (the
"Agreement"). The purchase price per share of the common stock sold in the
private placement was $1.00, resulting in gross proceeds to the Company of
$1,158,000, before offering expenses. The closing of the private placement
took place on March 15, 2013, and no placement agent was used in connection
with the transaction.
The Shares were offered and sold in the private placement to certain accredited
investors without registration under the Securities Act, or the securities laws
of certain states, in reliance on the exemptions provided by Section 4(2) of
the Securities Act of 1933, as amended, and Regulation D promulgated thereunder
and in reliance on similar exemptions under applicable state laws. Pursuant
to the Agreement, the Company agreed to provide the Investors with the right
to include the shares of common stock purchased under the Agreement in any
future registration statement filed by the Company, as more fully described
in the Agreement.
The foregoing is not a complete summary of the terms of the offering or the
Agreement described in this Item 3.02, and reference is made to the complete
text of the Agreement attached hereto as Exhibit 10.1.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
----------- -----------
10.1 Common Stock Purchase Agreement by and among the
Company and the Investors (defined therein), dated
as of March 15, 2013.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Aehr Test Systems
(Registrant)
Date: March 20, 2013
By: /S/ GARY L. LARSON
-------------------------
Gary L. Larson
Vice President of Finance and
Chief Financial Officer