8-K 1 v080873_8-k.txt 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 12, 2007 ------------------------------ NEXTEST SYSTEMS CORPORATION ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-51851 77-047-0150 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1901 MONTEREY RD, SAN JOSE, CA 95112 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 817-7200 --------------------------- ------------------------------------------------------------------------------- (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 2.02. Results of Operations and Financial Condition On July 12, 2007, Nextest Systems Corporation updated guidance for its fiscal fourth quarter by announcing preliminary results below the low end of the range of previous guidance. A copy of the related press release is furnished hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Press release dated July 12, 2007 issued by Nextest Systems Corporation. 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. NEXTEST SYSTEMS CORPORATION --------------------------- (Registrant) Date: July 12, 2007 /s/ James P. Moniz ------------------ James P. Moniz Chief Financial Officer

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): January 30, 2007

NEXTEST SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

000-51851

(Commission File Number)

Delaware		77-047-0150
(State or other jurisdictionof incorporation)		(I.R.S. EmployerIdentification No.)

1901 MONTEREY RD, SAN JOSE, CA 95112

(Address of principal executive offices, with zip code)

(408) 817-7200

(Registrant’s telephone number, including area code)

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

(e) On January 30, 2006, the Compensation Committee of the Board of Directors of Nextest Systems Corporation (the “Company”) made a broad based grant of restricted stock units to its employees, including the grants to the following Company’s senior executives in the following amounts and the following vesting:

Name/Title	Numberof RSUs	Vesting
Robin Adler, Chief Executive Officer	80,000	25% on 8/15/08 and 25% every year thereafter
James Moniz, Chief Financial Officer	70,000	20% on 8/15/07 and 20% every year thereafter
Craig Foster, VP of Engineering	56,000	25% on 8/15/08 and 25% every year thereafter
Howard Marshall, VP of Operations	56,000	25% on 8/15/08 and 25% every year thereafter

Attached are exhibits of the form grant agreements.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.9		Form of Restricted Stock Unit Award Agreement under the Company’s 2006 Equity Incentive Plan
10.10		Form of Restricted Stock Grant Notice under the Company’s 2006 Equity Incentive Plan

-2-

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.

	NEXTEST SYSTEMS CORPORATION
Date: February 5, 2007	By:	/s/ James P. Moniz
		James P. Moniz
		Chief Financial Officer

-3-

Filing Compare · NEXTEST SYSTEMS CORP