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<TITLE>FormFactor, Inc. Form S-8</TITLE>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center"><FONT size="2">As filed with the Securities and Exchange Commission on June&nbsp;12, 2003
</FONT>

<DIV align="right"><FONT size="2">Registration No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></DIV>

<P align="right"><HR size="1" width="100%" noshade>

<P align="center"><FONT size="4"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</FONT>

<DIV align="center"><FONT size="3">WASHINGTON, DC 20549
</FONT></DIV>
<P align="center"><FONT size="5"><B>FORM S-8 REGISTRATION STATEMENT</B>
</FONT>

<DIV align="center"><FONT size="3"><B>(INCLUDING REGISTRATION OF SHARES FOR RESALE</B>
</FONT></DIV>
<DIV align="center"><FONT size="3"><B>UNDER A FORM S-3 PROSPECTUS)</B>
</FONT></DIV>
<DIV align="center"><FONT size="3"><B>UNDER THE SECURITIES ACT OF 1933</B>
</FONT></DIV>
<P align="center"><FONT size="6"><B>FORMFACTOR, INC.</B>
</FONT>

<DIV align="center"><FONT size="2">(Exact Name of Registrant as Specified in Its Charter)
</FONT></DIV>
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    <TD width="50%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
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    <TD align="center" valign="top"><FONT size="2"><B>Delaware</B><BR>
(State or Other Jurisdiction<BR>
of Incorporation or Organization)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<B>13-3711155</B><BR>
(IRS Employer<BR>
Identification No.)</FONT></TD>
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    <TD width="100%">&nbsp;</TD>
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    <TD align="center" valign="top"><FONT size="2"><B>2140 Research Drive<BR>
Livermore, California 94550</B><BR>
(Address of Principal Executive Offices, including Zip Code)</FONT></TD>
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    <TD width="100%">&nbsp;</TD>
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    <TD align="center" valign="top"><FONT size="2"><B>1995 Option Plan<BR>
1996 Stock Option Plan<BR>
Incentive Option Plan<BR>
Management Incentive Option Plan<BR>
2002 Equity Incentive Plan<BR>
2002 Employee Stock Purchase Plan</B><BR>
(Full Title of the Plans)</FONT></TD>
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    <TD width="100%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2"><B>Jens Meyerhoff<BR>
Chief Financial Officer and Senior Vice President of Operations</B></FONT></TD>
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    <TD width="100%">&nbsp;</TD>
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    <TD align="center" valign="top"><FONT size="2"><B>FormFactor, Inc.<BR>
2140 Research Drive<BR>
Livermore, California 94550<BR>
(925)&nbsp;294-4300</B><BR>
(Name, Address and Telephone Number of Agent For Service)</FONT></TD>
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    <TD width="100%">&nbsp;</TD>
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    <TD align="center" valign="top"><FONT size="2"><B>Copies to:</B></FONT></TD>
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    <TD width="100%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">Mark A. Leahy, Esq.<BR>
Fenwick &#038; West LLP<BR>
Silicon Valley Center, 801 California Street, Mountain View, California 94041</FONT></TD>
</TR>
</TABLE>
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<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="18"><FONT size="1"><B>CALCULATION OF REGISTRATION FEE</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="18"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount of</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>to be</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering Price</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Aggregate Offering</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registration</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center" colspan="2"><FONT size="1"><B>Title of Securities to be Registered</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registered (1)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Per Share</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Price</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Fee</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="2"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
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<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $0.001 par value</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,148,958</FONT></TD>
    <TD nowrap><FONT size="2">(2)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">14.00</FONT></TD>
    <TD nowrap><FONT size="2">(3)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">72,085,412</FONT></TD>
    <TD nowrap><FONT size="2">(3)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5,832</FONT></TD>
    <TD nowrap><FONT size="2">(3)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
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<TR valign="bottom">
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $0.001 par value</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,858,879</FONT></TD>
    <TD nowrap><FONT size="2">(4)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">5.81</FONT></TD>
    <TD nowrap><FONT size="2">(5)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">34,040,087</FONT></TD>
    <TD nowrap><FONT size="2">(6)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,754</FONT></TD>
    <TD nowrap><FONT size="2">(6)</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">TOTAL</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2"></FONT></TD>
    <TD align="right"><FONT size="2">11,007,837</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD><FONT size="2">106,125,499</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD><FONT size="2">8,586</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD colspan="2"><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">&nbsp;</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">This Registration Statement shall also cover any additional shares of
Common Stock attributable to these registered shares which become issuable
under the plans of the Registrant referenced in this Registration
Statement by reason of any stock dividend, stock split, recapitalization
or any other similar transaction effected without the Registrant&#146;s receipt
of consideration which results in an increase in the number of the
outstanding shares of the Registrant&#146;s Common Stock.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Represents the aggregate of 3,526,507 shares of Common Stock reserved for
issuance under the Registrant&#146;s 2002 Equity Incentive Plan, 1,500,000
shares of Common Stock reserved for issuance under the Registrant&#146;s 2002
Employee Stock Purchase Plan and 122,451 shares issued pursuant to the
exercise of stock options granted under the Registrant&#146;s Management
Incentive Option Plan.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Estimated as of June&nbsp;11, 2003 pursuant to Rule&nbsp;457(c) under the
Securities Act of 1933 solely for the purpose of calculating the
registration fee.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Represents shares of Common Stock subject to options outstanding as of
May&nbsp;31, 2003 under the Registrant&#146;s 1995 Stock Plan, 1996 Stock Option
Plan, Incentive Option Plan and Management Incentive Option Plan.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(5)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Weighted average per share exercise price for such outstanding options.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(6)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Calculated based on the weighted average per share exercise price
pursuant to Rule&nbsp;457(h)(1) under the Securities Act of 1933.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>




<P align="left"><FONT size="2"><B><I>PROSPECTUS</I></B>
</FONT>

<P align="center"><FONT size="2">122,451 Shares
</FONT>

<P align="center"><FONT size="2"><B>FORMFACTOR, INC.</B>
</FONT>

<P align="center"><FONT size="2">Common Stock
</FONT>

<P align="center"><FONT size="2"><hr width="15%" noshade>&nbsp;</FONT>


<br><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of the 122,451 shares of common stock of FormFactor, Inc. offered by
this prospectus may be offered and sold from time to time by the stockholders
of FormFactor named in this prospectus under &#147;Selling Stockholders&#148; and by
their donees, pledgees or transferees or their successors. We will not receive
any of the proceeds from the sale of the shares of common stock offered by the
selling stockholders.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is quoted on the Nasdaq National Market under the symbol
&#147;FORM.&#148;
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may from time to time sell shares directly to
purchasers, or to or through broker-dealers, who may act as agents or
principals. Sales may be made over the Nasdaq National Market or otherwise, at
then prevailing market prices, at prices related to prevailing market prices or
at negotiated prices. The shares of common stock offered by this prospectus
will be sold as described in this prospectus under &#147;Plan of Distribution.&#148;
</FONT>

<P align="center"><FONT size="2"><hr width="15%" noshade>&nbsp;</FONT>


<br><FONT size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Investing in our common stock involves risks. See &#147;Risk Factors&#148;
beginning on page 3.</B></FONT>

<P align="center"><FONT size="2"><hr width="15%" noshade>&nbsp;</FONT>


<br><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>The Securities and Exchange Commission and state securities regulators
have not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.</B>
</FONT>
<P align="center"><FONT size="2">The date of this prospectus is June&nbsp;12, 2003.
</FONT>

<P align="center"><FONT size="2">&nbsp;</FONT>
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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
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<TR>
	<TD width="3%"></TD>
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	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">FORMFACTOR, INC</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">RISK FACTORS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">USE OF PROCEEDS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">SELLING STOCKHOLDERS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">PLAN OF DISTRIBUTION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#006">LEGAL MATTERS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#007">EXPERTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008">WHERE YOU CAN FIND ADDITIONAL INFORMATION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">EXHIBIT&nbsp;INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="f90811exv5w01.txt">EXHIBIT 5.01</A></TD></TR>
<TR><TD colspan="9"><A HREF="f90811exv23w02.txt">EXHIBIT 23.02</A></TD></TR>
</TABLE>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>


<P align="center"><FONT size="2"><B>TABLE OF CONTENTS</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="65%">
<TR valign="bottom">
    <TD width="92%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Page</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">FormFactor, Inc.</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Risk Factors</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Special Note Regarding Forward-Looking Statements</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">16</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Use of Proceeds</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Selling Stockholders</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Plan of Distribution</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">20</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Legal Matters</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Experts</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Where You Can Find Additional Information</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">21</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should rely only on the information contained in this prospectus. In
connection with this offering, we have not authorized anyone to give you any
information or to make any representations other than those contained in or
incorporated by reference in this prospectus. If information is given or
representations are made, you must not rely on that information or those
representations as having been authorized by us, the selling stockholders or
any underwriter, dealer or agent. This prospectus is neither an offer to sell
nor a solicitation of an offer to buy any securities other than those
registered by this prospectus, nor is it an offer to sell or a solicitation of
an offer to buy any securities where an offer or solicitation would be
unlawful. The information in this prospectus is accurate only as of the date
of this prospectus, regardless of the time of delivery of this prospectus or of
any sale of our common stock.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<!-- link1 "FORMFACTOR, INC" -->
<DIV align="left"><A NAME="000"></A></DIV>
<P align="center"><FONT size="2"><B>FORMFACTOR, INC.</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We design, develop, manufacture, sell and support precision, high
performance advanced semiconductor wafer probe cards. In 2002, we were the
leader in the advanced wafer probe card market in terms of revenues. Our
products are based on our proprietary MicroSpring&#153; interconnect technology,
which includes resilient spring-like contacts that we manufacture using
precision micro-machining and scalable semiconductor-like wafer fabrication
processes. Our technology enables us to produce wafer probe cards for test
applications that require reliability, speed, precision and signal integrity.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We were incorporated in Delaware in April 1993. Our principal executive
offices are located at 2140 Research Drive, Livermore, California 94550, and
our telephone number at that address is (925)&nbsp;294-4300. Our Web site address
is formfactor.com. The information on our Web site does not constitute part of
this prospectus.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;FormFactor, the FormFactor logo, MicroSpring and MOST are trademarks of
FormFactor in the United States and other countries. All other trademarks,
trade names or service marks appearing in this prospectus are the property of
their respective owners.
</FONT>
<!-- link1 "RISK FACTORS" -->
<DIV align="left"><A NAME="001"></A></DIV>
<P align="center"><FONT size="2"><B>RISK FACTORS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Investing in our common stock involves a high degree of risk. You should
carefully consider the following risk factors, as well as the other information
in this prospectus, before deciding whether to invest in shares of our common
stock. If any of the following risks actually occurs, our business, financial
condition and results of operations would suffer. In this case, the trading
price of our common stock would likely decline and you might lose all or part
of your investment in our common stock. The risks described below are not the
only ones we face. Additional risks that we currently do not know about or that
we currently believe to be immaterial may also impair our business operations.</I>
</FONT>
<P align="left"><FONT size="2"><B>Risks Related to Our Business and Industry</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Our operating results are likely to fluctuate, which could cause us to
miss expectations about these results and cause the trading price of our common
stock to decline.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our operating results are likely to fluctuate. As a result, we believe
that you should not rely on period-to-period comparisons of our financial
results as an indication of our future performance. Factors that are likely to
cause our revenues and operating results to fluctuate include those discussed
in the risk factors below. If our revenues or operating results fall below the
expectations of market analysts or investors, the market price of our common
stock could decline substantially.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Cyclicality in the semiconductor industry historically has affected our
sales and might do so in the future, and as a result we could experience
reduced revenues or operating results.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The semiconductor industry has historically been cyclical and is
characterized by wide fluctuations in product supply and demand. From time to
time, this industry has experienced significant downturns, often in connection
with, or in anticipation of, maturing product and technology cycles, excess
inventories and declines in general economic conditions. This cyclicality could
cause our operating results to decline dramatically from one period to the
next. For example, our revenues in the three months ended September&nbsp;29, 2001
declined by 25.5% compared to our revenues in the three months ended June&nbsp;30,
2001, and our revenues in the three months ended March&nbsp;29, 2003 declined by
15.7% compared to our revenues in the three months ended December&nbsp;28, 2002. Our
business depends heavily upon the development of new semiconductors and
semiconductor designs, the volume of production by semiconductor manufacturers
and the overall financial strength of our customers, which, in turn, depend
upon the current and anticipated market demand for semiconductors and products,
such as personal computers, that use semiconductors. Semiconductor
manufacturers generally sharply curtail their spending during industry
downturns and historically have lowered their spending disproportionately more
than the decline in their revenues. As a result, if we are unable to adjust our
levels of manufacturing and human resources or manage our costs and deliveries
from suppliers in response to lower spending by semiconductor manufacturers,
our gross margin might decline and cause us to experience operating losses.
</FONT>
<P align="center"><FONT size="2">3</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If we do not keep pace with technological developments in the
semiconductor industry, our products might not be competitive and our revenues
and operating results could suffer.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We must continue to invest in research and development to improve our
competitive position and to meet the needs of our customers. Our future growth
depends, in significant part, upon our ability to work effectively with and
anticipate the testing needs of our customers, and on our ability to develop
and support new products and product enhancements to meet these needs on a
timely and cost-effective basis. Our customers&#146; testing needs are becoming more
challenging as the semiconductor industry continues to experience rapid
technological change driven by the demand for complex circuits that are
shrinking in size and at the same time are increasing in speed and
functionality and becoming less expensive to produce. Our customers expect that
they will be able to integrate our wafer probe cards into any manufacturing
process as soon as it is deployed. Therefore, to meet these expectations and
remain competitive, we must continually design, develop and introduce on a
timely basis new products and product enhancements with improved features.
Successful product development and introduction on a timely basis requires that
we:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">design innovative and performance-enhancing features that
differentiate our products from those of our competitors;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">transition our products to new manufacturing technologies;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">identify emerging technological trends in our target markets;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">maintain effective marketing strategies;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">respond effectively to technological changes or product
announcements by others; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">adjust to changing market conditions quickly and
cost-effectively.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We must devote significant research and development resources to keep up
with the rapidly evolving technologies used in the semiconductor manufacturing
processes. Not only do we need the technical expertise to implement the changes
necessary to keep our technologies current, but we must also rely heavily on
the judgment of our management to anticipate future market trends. If we are
unable to timely predict industry changes, or if we are unable to modify our
products on a timely basis, we might lose customers or market share. In
addition, we might not be able to recover our research and development
expenditures, which could harm our operating results.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If semiconductor memory device manufacturers do not convert to 300 mm
wafers, our growth could be impeded.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The growth of our business for the foreseeable future depends in large
part upon sales of our wafer probe cards to manufacturers of dynamic random
access memory, or DRAM, and flash memory devices. The recent downturn in the
semiconductor industry caused various chip manufacturers to readdress their
respective strategies for converting existing 200 mm wafer fabrication
facilities to 300 mm wafer fabrication, or for building new 300 mm wafer
fabrication facilities. Some manufacturers have delayed, cancelled or postponed
previously announced plans to convert to 300 mm wafer fabrication. We believe
that the decision to convert to a 300 mm wafer fabrication facility is made by
each manufacturer based upon both internal and external factors, such as:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">current and projected chip prices;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">projected price erosion for the manufacturer&#146;s particular chips;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">supply and demand issues;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">overall manufacturing capability within the manufacturer&#146;s target market(s);</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the availability of funds to the manufacturer;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the technology roadmap of the manufacturer; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the price and availability of equipment needed within the 300 mm facility.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">4</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;One or more of these internal and external factors, as well as other
factors, including factors that a manufacturer may choose to not publicly
disclose, can impact the decision to maintain a 300 mm conversion schedule, to
delay the conversion schedule for a period of time, or to cancel the
conversion. We have invested significant resources to develop technology that
addresses the market for 300 mm wafers. If manufacturers of memory devices do
not transition to 300 mm wafers, or make the transition more slowly than we currently expect, our growth and
profitability could be impeded. In addition, any delay in large-scale adoption
of manufacturing based upon 300 mm wafers would provide time for other
companies to develop and market products that compete with ours, which could
harm our competitive position.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We are subject to general economic and market conditions.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business is subject to the effects of general economic conditions in
the United States and worldwide, and to market conditions in the semiconductor
industry in particular. For example, in fiscal 2001, our operating results were
adversely affected by unfavorable global economic conditions and reduced
capital spending by semiconductor manufacturers. These adverse conditions
resulted in a decrease in the demand for semiconductors and products using
semiconductors, and in a sharp reduction in the development of new
semiconductors and semiconductor designs. As a result, we experienced a
decrease in the demand for our wafer probe cards. If the economic conditions in
the United States and worldwide do not improve, or if they worsen from current
levels, we could experience material negative effects on our business.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We depend upon the sale of our wafer probe cards for substantially all of
our revenues, and a downturn in demand for our products could have a more
disproportionate impact on our revenues than if we derived revenues from a more
diversified product offering.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Historically, we have derived substantially all of our revenues from the
sale of our wafer probe cards. We anticipate that sales of our wafer probe
cards will represent a substantial majority of our revenues for the foreseeable
future. Our business depends in large part upon continued demand in current
markets for, and adoption in new markets of, current and future generations of
our wafer probe cards. Large-scale market adoption depends upon our ability to
increase customer awareness of the benefits of our wafer probe cards and to
prove their reliability, ability to increase yields and cost effectiveness. We
may be unable to sell our wafer probe cards to certain potential customers
unless those customers change their device test strategies, change their wafer
probe card and capital equipment buying strategies, or change or upgrade their
existing test equipment. We might not be able to sustain or increase our
revenues from sales of our wafer probe cards, particularly if the current
downturn in the semiconductor market continues or if the market enters into
another downturn in the future. Any decrease in revenues from sales of our
wafer probe cards could harm our business more than it would if we offered a
more diversified line of products.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If demand for our products in the memory device and microprocessor markets
declines or fails to grow as we anticipate, our revenues could decline.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We derive substantially all of our revenues from wafer probe cards that we
sell to manufacturers of memory devices and microprocessors. For fiscal 2002,
sales to manufacturers of DRAM devices accounted for 69.6% of our revenues,
sales to manufacturers of microprocessors accounted for 17.4% of our revenues,
and sales to manufacturers of flash memory devices accounted for 11.7% of our
revenues. Therefore, our success depends in part upon the continued acceptance
of our products within these markets and our ability to continue to develop and
introduce new products on a timely basis for these markets. For example, the
market might not accept an increasingly high parallelism wafer test solution.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A substantial portion of these semiconductor devices is sold to
manufacturers of personal computers and computer-related products. The personal
computer market has historically been characterized by significant fluctuations
in demand and continuous efforts to reduce costs, which in turn have affected
the demand for and price of DRAM devices and microprocessors. The personal
computer market might not grow in the future at historical rates or at all and
design activity in the personal computer market might decrease, which could
negatively affect our revenues and operating results.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>The markets in which we participate are intensely competitive, and if we
do not compete effectively, our operating results could be harmed.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The wafer probe card market is highly competitive. With the introduction
of new technologies and market entrants, we expect competition to intensify in
the future. In the past, increased competition has resulted in price
reductions, reduced gross margins or loss of market share, and could do so in
the future. Competitors might introduce new competitive products for the same
markets that our products currently serve. These products may have better
performance, lower prices and broader
</FONT>
<P align="center"><FONT size="2">5</FONT>
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<P align="left"><FONT size="2">acceptance than our products. In addition, for products such as wafer probe cards, semiconductor manufacturers
typically qualify more than one source, to avoid dependence on a single source
of supply. As a result, our customers will likely purchase products from our
competitors. Current and potential competitors include Cascade Microtech, Inc.,
ESJ Corporation, Feinmetall GmbH, Japan Electronic Materials Corporation,
Kulicke and Soffa Industries, Inc., Micronics Japan Co., Ltd., MicroProbe,
Inc., NanoNexus Inc., Phicom Corporation, Tokyo Cathode Laboratory Co., Ltd.
and Wentworth Laboratories, Inc., among others. Many of our current and potential
competitors have greater name recognition, larger customer bases, more
established customer relationships or greater financial, technical,
manufacturing, marketing and other resources than we do. As a result, they
might be able to respond more quickly to new or emerging technologies and
changes in customer requirements, devote greater resources to the development,
promotion, sale and support of their products, and reduce prices to increase
market share. Some of our competitors also supply other types of test
equipment, or offer both advanced wafer probe cards and needle probe cards.
Those competitors that offer both advanced wafer probe cards and needle probe
cards might have strong, existing relationships with our customers or with
potential customers. Because we do not offer a needle probe card or other
conventional technology wafer probe card for less advanced applications, it may
be difficult for us to introduce our advanced wafer probe cards to these
customers and potential customers for certain wafer test applications. It is
possible that existing or new competitors, including test equipment
manufacturers, may offer new technologies that reduce the value of our wafer
probe cards. The wafer probe card market has historically been fragmented with
many local suppliers serving individual customers. However, recent
consolidation has reduced the number of competitors. For example, in late 2000,
Kulicke and Soffa Industries, Inc. acquired Probe Technology Corporation and
Cerprobe Corporation. These and other combinations might result in a competitor
gaining a significant advantage over us by enabling it to expand its product
offerings and service capabilities to meet a broader range of customer needs.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We derive a substantial portion of our revenues from a small number of
customers, and our revenues could decline significantly if any major customer
cancels, reduces or delays a purchase of our products.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A relatively small number of customers has accounted for a significant
portion of our revenues in any particular period. In the three months ended
March&nbsp;29, 2003, four customers accounted for 73.7% of our revenues. In fiscal
2002, four customers accounted for 77.2% of our revenues. Our ten largest
customers accounted for 98.9% of our revenues in the three months ended March
29, 2003, 97.4% of our revenues in fiscal 2002, and 97.8% in fiscal 2001. We
anticipate that sales of our products to a relatively small number of customers
will continue to account for a significant portion of our revenues. The
cancellation or deferral of even a small number of purchases of our products
could cause our revenues to decline in any particular quarter. A number of
factors could cause customers to cancel or defer orders, including
manufacturing delays, interruptions to our customers&#146; operations due to fire,
natural disasters or other events or a downturn in the semiconductor industry.
Our agreements with our customers do not contain minimum purchase commitments,
and our customers could cease purchasing our products with short or no notice
to us or fail to pay all or part of an invoice. In some situations, our
customers might be able to cancel orders without a significant penalty. In
addition, the continuing trend toward consolidation in the semiconductor
industry, particularly among manufacturers of DRAMs, could reduce our customer
base and lead to lost or delayed sales and reduced demand for our wafer probe
cards. Industry consolidation also could result in pricing pressures as larger
DRAM manufacturers could have sufficient bargaining power to demand reduced
prices and favorable nonstandard terms. Additionally, certain customers may not
want to rely entirely or substantially on a single wafer probe card supplier
and, as a result, such customers could reduce their purchases of our wafer
probe cards.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If our relationships with our customers and companies that manufacture
semiconductor test equipment deteriorate, our product development activities
could be harmed.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The success of our product development efforts depends upon our ability to
anticipate market trends and to collaborate closely with our customers and with
companies that manufacture semiconductor test equipment. Our relationships with
these customers and companies provide us with access to valuable information
regarding manufacturing and process technology trends in the semiconductor
industry, which enables us to better plan our product development activities.
These relationships also provide us with opportunities to understand the
performance and functionality requirements of our customers, which improve our
ability to customize our products to fulfill their needs. Our relationships
with test equipment companies are important to us because test equipment
companies can design our wafer probe cards into their equipment and provide us
with the insight into their product plans that allows us to offer wafer probe
cards for use with their products when they are introduced to the market. Our
relationships with our customers and test equipment companies could deteriorate
if they:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">become concerned about our ability to protect their intellectual
property;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">develop their own solutions to address the need for testing
improvement;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">6</FONT>
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    <TD width="93%"><FONT size="2">regard us as a competitor;</FONT></TD>
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    <TD width="93%"><FONT size="2">establish relationships with others in our industry; or</FONT></TD>
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    <TD width="93%"><FONT size="2">attempt to restrict our ability to enter into relationships with
their competitors.</FONT></TD>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Many of our customers and the test equipment companies we work with are
large companies. The consequences of deterioration in our relationship with any
of these companies could be exacerbated due to the significant influence these
companies can exert in our markets. If our current relationships with our
customers and test equipment companies deteriorate, or if we are unable to
develop similar collaborative relationships with important customers and test
equipment companies in the future, our long-term ability to produce
commercially successful products could be impaired.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Because we generally do not have a sufficient backlog of unfilled orders
to meet our quarterly revenue targets, revenues in any quarter are
substantially dependent upon customer orders received and fulfilled in that
quarter.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our revenues are difficult to forecast because we generally do not have a
sufficient backlog of unfilled orders to meet our quarterly revenue targets at
the beginning of a quarter. Rather, a majority of our revenues in any quarter
depends upon customer orders for our wafer probe cards that we receive and
fulfill in that quarter. Because our expense levels are based in part on our
expectations as to future revenues and to a large extent are fixed in the short
term, we might be unable to adjust spending in time to compensate for any
unexpected shortfall in revenues. Accordingly, any significant shortfall of
revenues in relation to our expectations could hurt our operating results.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We rely upon a distributor for a substantial portion of our revenues, and
a disruption in our relationship with our distributor could have a negative
impact on our revenues.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We rely on Spirox Corporation, our distributor in Taiwan, Singapore and
China, for a substantial portion of our revenues. Sales to Spirox accounted for
20.9% of our revenues in fiscal 2002 and 10.0% of our revenues in the three
months ended March&nbsp;29, 2003. Spirox also provides customer support. A reduction
in the sales or service efforts or financial viability of our distributor, or
deterioration in, or termination of, our relationship with our distributor
could harm our revenues, our operating results and our ability to support our
customers in the distributor&#146;s territory. In addition, establishing alternative
sales channels in the region could consume substantial time and resources,
decrease our revenues and increase our expenses.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If we do not continue to execute on our transition from indirect to direct
sales in Japan, we could lose customers.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Until March&nbsp;31, 2002, we relied upon a distributor to sell our products in
Japan. For the three months ended March&nbsp;29, 2003, we did not have any sales
through the distributor in Japan, and in fiscal 2002, our sales to our
distributor in Japan were 1.7% of our revenues. We intend to rely upon our
direct sales force and believe we have successfully transitioned to the direct
sales model. However, if we do not continue to execute effectively on the
direct sales model, we could lose customers and fail to obtain new customers in
Japan. Any difficulties as a result of this transition could hurt our
reputation and sales in Japan, which is an important market for us.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If our relationships with our independent sales representatives change,
our business could be harmed.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We currently rely on independent sales representatives to assist us in the
sale of our products in various geographic regions. If we make the business
decision to terminate or modify our relationships with one or more of our
independent sales representatives, or if an independent sales representative
decides to disengage from us, and we do not effectively and efficiently manage
such a change, we could lose sales to existing customers and fail to obtain new
customers.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If semiconductor manufacturers do not migrate elements of final test to
wafer probe test, market acceptance of other applications of our technology
could be delayed.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We intend to work with our customers to migrate elements of final test
from the device level to the wafer level. This migration will involve a change
in semiconductor test strategies from concentrating final test at the
individual device level to increasing the amount of test at the wafer level.
Semiconductor manufacturers typically take time to qualify new strategies that
affect their testing operations. As a result, general acceptance of wafer-level
final test might not occur in the near term or at all. In addition,
semiconductor manufacturers might not accept and use wafer-level final test in
a way that uses our
</FONT>
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<P align="left"><FONT size="2">technology. If the migration of elements of final test to wafer probe test
does not grow as we anticipate, or if semiconductor manufacturers do not adopt
our technology for their wafer probe test requirements, market acceptance of
other applications for our technology could be delayed.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Changes in test strategies, equipment and processes could cause us to lose
revenues.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The demand for wafer probe cards depends in large part upon the number of
semiconductor designs and the overall semiconductor unit volume. The time it
takes to test a wafer depends upon the number of devices being tested, the
complexity of these devices, the test software program and the test equipment
itself. As test programs become increasingly effective and test throughput
increases, the number of wafer probe cards required to test a given volume of
devices declines. Therefore, advances in the test process could cause us to
lose sales.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If semiconductor manufacturers implement chip designs that include
built-in self-test capabilities, or similar functions or methodologies that
increase test throughput, it could negatively impact our sales or the migration
of elements of final test to the wafer level. Additionally, if new chip designs
or types of chips are implemented that require less, or even no, test using
wafer probe cards, our revenues could be impacted. Further, if new chip designs
are implemented which we are unable to test, or which we are unable to test
efficiently and provide our customers with an acceptably low overall cost of
test, our revenues could be negatively impacted.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We incur significant research and development expenses in conjunction with
the introduction of new product platforms. Often, we time our product
introductions to the introduction of new test equipment platforms. Because our
customers require both test equipment and wafer probe cards, any delay or
disruption of the introduction of new test equipment platforms would negatively
affect our growth.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We manufacture all of our products at a single facility, and any
disruption in the operations of that facility could adversely impact our
business and operating results.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our processes for manufacturing our wafer probe cards require
sophisticated and costly equipment and a specially designed facility, including
a semiconductor clean room. We manufacture all of our wafer probe cards at one
facility located in Livermore, California. Any disruption in the operation of
that facility, whether due to technical or labor difficulties, destruction or
damage from fire or earthquake, infrastructure failures such as power or water
shortage or any other reason, could interrupt our manufacturing operations,
impair critical systems, disrupt communications with our customers and
suppliers and cause us to write off inventory and to lose sales. In addition,
if the energy crises in California that resulted in disruptions in power supply
and increases in utility costs were to recur, we might experience power
interruptions and shortages, which could disrupt our manufacturing operations.
This could subject us to loss of revenues as well as significantly higher costs
of energy. Further, current and potential customers might not purchase our
products if they perceive our lack of an alternate manufacturing facility to be
a risk to their continuing source of supply.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>The transition to our new manufacturing facilities could cause a decline
in our operating results.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We plan to move our manufacturing operations into a new facility in
Livermore in 2004. The costs of starting up our new manufacturing facility,
including capital costs such as equipment and fixed costs such as rent, will be
substantial. We might not be able to shift from our current production facility
to the new production facility efficiently or effectively. The transition will
require us to have both our existing and new manufacturing facilities
operational for several quarters. This will cause us to incur significant costs
due to redundancy of infrastructure at both sites. Furthermore, the
qualification of the new manufacturing facility will require us to use
materials and build product and product components that will not be sold to our
customers, causing higher than normal material spending. The transition might
also lead to manufacturing interruptions, which could mean delayed deliveries
or lost sales. Some or all of our customers could require a full qualification
of our new facility. Any qualification process could take longer than we
anticipate. Any difficulties with the transition or with bringing the new
manufacturing facility to full capacity and volume production could increase our costs, disrupt our
production process and cause delays in product delivery and lost sales.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If we are unable to manufacture our products efficiently, our operating
results could suffer.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We must continuously modify our manufacturing processes in an effort to improve
yields and product performance, lower our costs and reduce the time it takes us
to design and produce our products. We will incur significant start-up costs
associated with implementing new manufacturing technologies, methods and
processes and purchasing new equipment, which
</FONT>

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<P align="left"><FONT size="2">could negatively impact our gross
margin. We could experience manufacturing delays and inefficiencies as we
refine new manufacturing technologies, methods and processes, implement them in
volume production and qualify them with customers, which could cause our
operating results to decline. The risk of encountering delays or difficulties
increases as we manufacture more complex products. In addition, if demand for
our products increases, we will need to expand our operations to manufacture
sufficient quantities of products without increasing our production times or
our unit costs. As a result of such expansion, we could be required to purchase
new equipment, upgrade existing equipment, develop and implement new
manufacturing processes and hire additional technical personnel. Further, new
or expanded manufacturing facilities could be subject to qualification by our
customers. In the past, we have experienced difficulties in expanding our
operations to manufacture our products in volume on time and at acceptable
cost. Any difficulties in expanding our manufacturing operations could cause
product delivery delays and lost sales. If demand for our products decreases,
we could have excess manufacturing capacity. The fixed costs associated with
excess manufacturing capacity could cause our operating results to decline. If
we are unable to achieve further manufacturing efficiencies and cost
reductions, particularly if we are experiencing pricing pressures in the
marketplace, our operating results could suffer.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If we are unable to continue to reduce the time it takes for us to design
and produce a wafer probe card, our growth could be impeded.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our customers continuously seek to reduce the time it takes them to
introduce new products to market. The cyclicality of the semiconductor
industry, coupled with changing demands for semiconductor devices, requires our
customers to be flexible and highly adaptable to changes in the volume and mix
of products they must produce. Each of those changes requires a new design and
each new design requires a new wafer probe card. For some existing
semiconductor devices, the manufacturers&#146; volume and mix of product
requirements are such that we are unable to design, manufacture and ship
products to meet such manufacturers&#146; relatively short cycle time requirements.
If we are unable to reduce the time it takes for us to design, manufacture and
ship our products in response to the needs of our customers, our competitive
position could be harmed. If we are unable to meet a customer&#146;s schedule for
wafer probe cards for a particular design, our customer might purchase wafer
probe cards from a competitor and we might lose sales.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We obtain some of the components and materials we use in our products from
a single or sole source or a limited group of suppliers, and the partial or
complete loss of one of these suppliers could cause production delays and a
substantial loss of revenues.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We obtain some of the components and materials used in our products, such
as printed circuit board assemblies, plating materials and ceramic substrates,
from a single or sole source or a limited group of suppliers. Alternative
sources are not currently available for sole source components and materials.
Because we rely on purchase orders rather than long-term contracts with the
majority of our suppliers, we cannot predict with certainty our ability to
obtain components and materials in the longer term. A sole or limited source
supplier could increase prices, which could lead to a decline in our gross
margin. Our dependence upon sole or limited source suppliers exposes us to
several other risks, including a potential inability to obtain an adequate
supply of materials, late deliveries and poor component quality. Disruption or
termination of the supply of components or materials could delay shipments of
our products, damage our customer relationships and reduce our revenues. For
example, if we were unable to obtain an adequate supply of a component or
material, we might have to use a substitute component or material, which could
require us to make changes in our manufacturing process. From time to time in
the past, we have experienced difficulties in receiving shipments from one or
more of our suppliers, especially during periods of high demand for our
products. If we cannot obtain an adequate supply of the components and
materials we require, or do not receive them in a timely manner, we might be
required to identify new suppliers. We might not be able to identify new
suppliers on a timely basis or at all. Our customers and we would also need to
qualify any new suppliers. The lead-time required to identify and qualify new
suppliers could affect our ability to timely ship our products
and cause our operating results to suffer. Further, a sole or limited
source supplier could require us to enter into non-cancelable purchase
commitments or pay in advance to ensure our source of supply. In an industry
downturn, commitments of this type could result in charges for excess inventory
of parts. If we are unable to predict our component and materials needs
accurately, or if our supply is disrupted, we might miss market opportunities
by not being able to meet the demand for our products.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Wafer probe cards that do not meet specifications or that contain defects
could damage our reputation, decrease market acceptance of our technology,
cause us to lose customers and revenues, and result in liability to us.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The complexity and ongoing development of our wafer probe card
manufacturing process, combined with increases in wafer probe card production
volumes, have in the past and could in the future lead to design or
manufacturing problems. For example, the presence of contaminants in our
plating baths has caused a decrease in our manufacturing yields or has resulted
</FONT>
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<P align="left"><FONT size="2">in unanticipated stress-related failures when our wafer probe cards are being
used in the manufacturing test environment. Manufacturing design errors such as
the miswiring of a wafer probe card or the incorrect placement of probe contact
elements have caused us to repeat manufacturing design steps. In addition to
these examples, problems might result from a number of factors, including
design defects, materials failures, contamination in the manufacturing
environment, impurities in the materials used, unknown sensitivities to process
conditions, such as temperature and humidity, and equipment failures. As a
result, our products have in the past contained and might in the future contain
undetected errors or defects. Any errors or defects could:
</FONT>
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    <TD width="93%"><FONT size="2">cause lower than anticipated yields and lengthening of delivery
schedules;</FONT></TD>
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    <TD width="93%"><FONT size="2">cause delays in product shipments;</FONT></TD>
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    <TD width="93%"><FONT size="2">cause delays in new product introductions;</FONT></TD>
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    <TD width="93%"><FONT size="2">cause us to incur warranty expenses;</FONT></TD>
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    <TD width="93%"><FONT size="2">result in increased costs and diversion of development
resources;</FONT></TD>
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    <TD width="93%"><FONT size="2">cause us to incur increased charges due to unusable inventory;</FONT></TD>
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    <TD width="93%"><FONT size="2">require design modifications; or</FONT></TD>
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    <TD width="93%"><FONT size="2">decrease market acceptance or customer satisfaction with these
products.</FONT></TD>
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<P align="left"><FONT size="2">The occurrence of any one or more of these events could hurt our operating
results.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, if any of our products fails to meet specifications or has
reliability, quality or compatibility problems, our reputation could be damaged
significantly and customers might be reluctant to buy our products, which could
result in a decline in revenues, an increase in product returns or warranty
costs and the loss of existing customers or the failure to attract new
customers. Our customers use our products with test equipment and software in
their manufacturing facilities. Our products must be compatible with the
customers&#146; equipment and software to form an integrated system. If the system
does not function properly, we could be required to provide field application
engineers to locate the problem, which can take time and resources. If the
problem relates to our wafer probe cards, we might have to invest significant
capital, manufacturing capacity and other resources to correct it. Our current
or potential customers also might seek to recover from us any losses resulting
from defects or failures in our products. Liability claims could require us to
spend significant time and money in litigation or to pay significant damages.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If we fail to forecast demand for our products accurately, we could incur
inventory losses.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each semiconductor chip design requires a custom wafer probe card. Because
our products are design-specific, demand for our products is difficult to
forecast. Due to our customers&#146; short delivery time requirements, we often
design, and at times produce, our products in anticipation of demand for our
products rather than in response to an order. Due to the uncertainty inherent
in forecasts, we are and expect to continue to be subject to inventory risk. If
we do not obtain orders as
we anticipate, we could have excess inventory for a specific customer
design that we would not be able to sell to any other customer, which would
likely result in inventory write-offs.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If we fail to effectively manage our regional service centers, our
business might be harmed.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In 2002, we opened a regional repair and service center in Seoul, South
Korea, and in 2003, we opened a regional repair and service center in Dresden,
Germany. These regional service centers are part of our strategy to, among
other things, provide our customers with more efficient service and repair of
our wafer probe cards. If we are unable to effectively manage our regional
service centers, or if the work undertaken in the regional service centers is
not equivalent to the level and quality provided by repairs and services
performed by our North American repair and service operations, which are part
of our manufacturing facility in Livermore, California, we could incur higher
wafer probe card repair and service costs, which could harm our operating
results.
</FONT>
<P align="center"><FONT size="2">10</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If we do not effectively manage changes in our business, these changes
could place a significant strain on our management and operations and, as a
result, our business might not succeed.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to grow successfully requires an effective planning and
management process. We plan to increase the scope of our operations and the
size of our direct sales force domestically and internationally. For example,
we have leased a new facility in Livermore, California and plan to move our
corporate headquarters and manufacturing operations into this facility in 2004.
Our growth could place a significant strain on our management systems,
infrastructure and other resources. To manage our growth effectively, we must
invest the necessary capital and continue to improve and expand our systems and
infrastructure in a timely and efficient manner. Those resources might not be
available when we need them, which would limit our growth. Our officers have
limited experience in managing large or rapidly growing businesses. In
addition, the majority of our management has no experience in managing a public
company or communicating with securities analysts and public company investors.
Our controls, systems and procedures might not be adequate to support a growing
public company. If our management fails to respond effectively to changes in
our business, our business might not succeed.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If we fail to attract and retain qualified personnel, our business might
be harmed.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our future success depends largely upon the continued service of our key
management, technical, and sales and marketing personnel, and on our continued
ability to hire, integrate and retain qualified individuals, particularly
engineers and sales and marketing personnel in order to increase market
awareness of our products and to increase revenues. For example, in the future,
we might need technical personnel experienced in competencies that we do not
currently have or require. Competition for these employees may be intense, and
we might not be successful in attracting or retaining these personnel. The loss
of any key employee, the failure of any key employee to perform in his or her
current position or our inability to attract and retain skilled employees as
needed could impair our ability to meet customer and technological demands. All
of our key personnel in the United States are employees at-will. We have no
employment contracts with any of our personnel in the United States.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We may make acquisitions, which could put a strain on our resources, cause
ownership dilution to our stockholders and adversely affect our financial
results.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While we have made no acquisitions of businesses, products or technologies
in the past, we may make acquisitions of complementary businesses, products or
technologies in the future. Integrating newly acquired businesses, products or
technologies into our company could put a strain on our resources, could be
expensive and time consuming, and might not be successful. Future acquisitions
could divert our management&#146;s attention from other business concerns and expose
our business to unforeseen liabilities or risks associated with entering new
markets. In addition, we might lose key employees while integrating new
organizations. Consequently, we might not be successful in integrating any
acquired businesses, products or technologies, and might not achieve
anticipated revenues and cost benefits. In addition, future acquisitions could
result in customer dissatisfaction, performance problems with an acquired
company, potentially dilutive issuances of equity securities or the incurrence
of debt, contingent liabilities, possible impairment charges related to
goodwill or other intangible assets or other unanticipated events or
circumstances, any of which could harm our business.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>As part of our sales process, we could incur substantial sales and
engineering expenses that do not result in revenues, which would harm our
operating results.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our customers generally expend significant efforts evaluating and
qualifying our products prior to placing an order. The time that our customers
require to evaluate and qualify our wafer probe cards is typically between
three and 12&nbsp;months and sometimes longer. While our customers are evaluating
our products, we might incur substantial sales, marketing, and research and
development expenses. For example, we typically expend significant resources
educating our prospective customers regarding the uses and benefits of our
wafer probe cards and developing wafer probe cards customized to the potential
customer&#146;s needs, for which we might not be reimbursed. Although we commit
substantial resources to our sales efforts, we might never receive any revenues
from a customer. For example, many semiconductor designs never reach
production, including designs for which we have expended design effort and
expense. In addition, prospective customers might decide not to use our wafer
probe cards. The length of time that it takes for the evaluation process and
for us to make a sale depends upon many factors including:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the efforts of our sales force and our distributor and
independent sales representatives;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the complexity of the customer&#146;s fabrication processes;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">11</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the internal technical capabilities of the customer; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the customer&#146;s budgetary constraints and, in particular, the
customer&#146;s ability to devote resources to the evaluation process.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, product purchases are frequently subject to delays,
particularly with respect to large customers for which our products may
represent a small percentage of their overall purchases. As a result, our sales
cycles are unpredictable. If we incur substantial sales and engineering
expenses without generating revenues, our operating results could be harmed.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>From time to time, we might be subject to claims of infringement of other
parties&#146; proprietary rights, or to claims that our intellectual property rights
are invalid or unenforceable, which could result in significant expense and
loss of intellectual property rights.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the future, we might receive claims that we are infringing intellectual
property rights of others, or claims that our patents or other intellectual
property rights are invalid or unenforceable. We have received in the past, and
may receive in the future, communications from third parties inquiring about
our interest in licensing certain of their intellectual property or more
generally identifying intellectual property that may be of interest to us. For
example, we received such a communication from Microelectronics and Computer
Technology Corporation in October 2001, with a follow-up letter in January
2002, inquiring about our interest in acquiring a license to certain of their
patents and technology, and from IBM Corporation in February 2002 inquiring
about our interest in acquiring a license to IBM patents and technology related
to high density integrated probes. In August 2002, subsequent to our initiating
correspondence with Japan Electronic Materials Corporation regarding the scope
of our intellectual property rights and the potential applicability of those
rights to certain of its wafer probe cards, Japan Electronic Materials
Corporation offered that precedent technologies exist as to one of our foreign
patents that we had identified, and also referenced a U.S. patent in which it
stated we might take interest. For the inquiries we have received to date, we
do not believe we infringe any of the identified patents and technology. The
semiconductor industry is characterized by uncertain and conflicting
intellectual property claims and vigorous protection and pursuit of these
rights. The resolution of any claims of this nature, with or without merit,
could be time consuming, result in costly litigation or cause product shipment
delays. In the event of an adverse ruling, we might be required to pay
substantial damages, cease the use or sale of infringing products, spend
significant resources to develop non-infringing technology, discontinue the use
of certain technology or enter into license agreements. License agreements, if
required, might not be available on terms acceptable to us or at all. The loss
of access to any of our intellectual property or the ability to use any of our
technology could harm our business.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If we fail to protect our proprietary rights, our competitors might gain
access to our technology, which could adversely affect our ability to compete
successfully in our markets and harm our operating results.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If we fail to protect our proprietary rights adequately, our competitors
might gain access to our technology. Unauthorized parties might attempt to copy
aspects of our products or to obtain and use information that we regard as
proprietary. Others might independently develop similar or competing
technologies or methods or design around our patents. In addition, the laws of
many foreign countries in which we or our customers do business do not protect
our intellectual property rights to the same extent as the laws of the United
States. As a result, our competitors might offer similar products and we might
not be able to compete successfully. We also cannot assure that:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">our means of protecting our proprietary rights will be adequate;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">patents will be issued from our currently pending or future applications;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">our existing patents or any new patents will be sufficient in scope
or strength to provide any meaningful protection or commercial advantage
to us;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">any patent, trademark or other intellectual property right that we
own will not be invalidated, circumvented or challenged in the United
States or foreign countries; or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">others will not misappropriate our proprietary technologies or
independently develop similar technology, duplicate our products or
design around any patent or other intellectual property rights that we
own.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">12</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We might be required to spend significant resources to monitor and protect
our intellectual property rights. We may initiate claims or litigation against
third parties for infringement of our proprietary rights or to establish the
validity of our proprietary rights. Any litigation, whether or not it is
resolved in our favor, could result in significant expense to us and divert the
efforts of our technical and management personnel. In addition, many of our
customer contracts contain provisions that require us to indemnify our
customers for third party intellectual property infringement claims, which
would increase the cost to us of an adverse ruling in such a claim. An adverse
determination could also prevent us from licensing our technologies and methods
to others.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Our failure to comply with environmental laws and regulations could
subject us to significant fines and liabilities, and new laws and regulations
or changes in regulatory interpretation or enforcement could make compliance
more difficult and costly.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to various and frequently changing U.S. federal, state and
local, and foreign governmental laws and regulations relating to the protection
of the environment, including those governing the discharge of pollutants into
the air and water, the management and disposal of hazardous substances and
wastes, the cleanup of contaminated sites and the maintenance of a safe
workplace. We could incur substantial costs, including cleanup costs, civil or
criminal fines or sanctions and third-party claims for property damage or
personal injury, as a result of violations of or liabilities under
environmental laws and regulations or non-compliance with the environmental
permits required at our facilities. For instance, in May 2003, we received a
Notice of Violation from the Bay Area Air Quality Management District regarding
our record keeping relating to our usage of wipe cleaning solvent. Although we
introduced corrective action to prevent any continued or recurrent record
keeping violation, we may still be subject to a substantial penalty based upon
the unresolved Notice of Violation or required to take further action. Final
resolution of this Notice of Violation could harm our operating results.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These laws, regulations and permits also could require the installation of
costly pollution control equipment or operational changes to limit pollution
emissions or decrease the likelihood of accidental releases of hazardous
substances. In addition, new laws and regulations, stricter enforcement of
existing laws and regulations, the discovery of previously unknown
contamination at our or others&#146; sites or the imposition of new cleanup
requirements could require us to curtail our operations, restrict our future
expansion, subject us to liability and cause us to incur future costs that
would have a negative effect on our operating results and cash flow.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Because we conduct some of our business internationally, we are subject to
operational, economic, financial and political risks abroad.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sales of our products to customers outside the United States have
accounted for an important part of our revenues. Our international sales as a
percentage of our revenues were 47.6% for the three months ended March&nbsp;29, 2003
and 44.4% for fiscal 2002. In the future, we expect international sales,
particularly into Europe, Japan, South Korea and Taiwan, to continue to account
for a significant percentage of our revenues. Accordingly, we will be subject
to risks and challenges that we would not otherwise face if we conducted our
business only in the United States. These risks and challenges include:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">compliance with a wide variety of foreign laws and regulations;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">legal uncertainties regarding taxes, tariffs, quotas, export
controls, export licenses and other trade barriers;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">political and economic instability in, or foreign conflicts that
involve or affect, the countries of our customers;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">difficulties in collecting accounts receivable and longer
accounts receivable payment cycles;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">difficulties in staffing and managing personnel, distributors
and representatives;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">reduced protection for intellectual property rights in some
countries;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">currency exchange rate fluctuations, which could affect the value of
our assets denominated in local currency, as well as the price of our
products relative to locally produced products;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">seasonal fluctuations in purchasing patterns in other countries;
and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">fluctuations in freight rates and transportation disruptions.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">13</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any of these factors could harm our existing international operations and
business or impair our ability to continue expanding into international
markets.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>The recent outbreak of SARS in the Asia-Pacific region and its continued
spread could harm sales of our products.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The recent outbreak of severe acute respiratory syndrome, or SARS, that
began in China, Hong Kong, Singapore and Vietnam may have a negative impact on
our business, although we do not have any employees located in any of those
countries. Our business may be impacted by a number of SARS-related factors,
including, but not limited to, disruptions in the operations of our customers
and their partners, reduced sales in certain end-markets, such as DRAM devices,
and increased costs to conduct our business abroad. If the number of cases of
SARS continues to rise or spread to other areas, including the United States,
our sales could potentially be harmed.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We might require additional capital to support business growth, and such
capital might not be available.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We intend to continue to make investments to support business growth and
may require additional funds to respond to business challenges, which include
the need to develop new products or enhance existing products, enhance our
operating infrastructure and acquire complementary businesses and technologies.
Accordingly, we may need to engage in equity or debt financing to secure
additional funds. Equity and debt financing, however, might not be available
when needed or, if available, might not be available on terms satisfactory to
us. If we are unable to obtain adequate financing or financing on terms
satisfactory to us, our ability to continue to support our business growth and
to respond to business challenges could be significantly limited.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Our reported financial results may be adversely affected by changes in
accounting principles generally accepted in the United States.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We prepare our financial statements in conformity with accounting
principles generally accepted in the United States. These accounting principles
are subject to interpretation by the Financial Accounting Standards Board, the
American Institute of Certified Public Accountants, the Securities and Exchange
Commission and various bodies formed to interpret and create appropriate
accounting principles. A change in these principles or interpretations could
have a significant effect on our reported financial results, and could affect
the reporting of transactions completed before the announcement of a change.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Recently enacted and proposed changes in securities laws and regulations
are likely to increase our costs.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Sarbanes-Oxley Act of 2002 that became law in July 2002, as well as
new rules subsequently implemented by the Securities and Exchange Commission,
have required changes in some of our corporate governance practices. The Act
also requires the Securities and Exchange Commission to promulgate additional
new rules on a variety of subjects. In addition to
final rules and rule proposals already made by the Securities and Exchange
Commission, Nasdaq has proposed revisions to its requirements for companies
that are Nasdaq-listed. We expect these new rules and regulations to increase
our legal and financial compliance costs, and to make some activities more
difficult, time consuming and/or costly. We also expect these new rules and
regulations to make it more difficult and more expensive for us to obtain
director and officer liability insurance, and we may be required to accept
reduced coverage or incur substantially higher costs to obtain coverage. These
new rules and regulations could also make it more difficult for us to attract
and retain qualified members of our board of directors, particularly to serve
on our audit committee, and qualified executive officers.
</FONT>
<P align="left"><FONT size="2"><B>Risks Related to this Offering</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>The trading price of our common stock may be volatile, and you might not
be able to sell your shares at or above the price that you purchase them for.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The trading prices of the securities of technology companies have been
highly volatile. Accordingly, the trading price of our common stock may be
subject to wide fluctuations. Further, our securities have a limited prior
trading history. Factors affecting the trading price of our common stock
include:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">variations in our operating results;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">14</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">announcements of technological innovations, new products or product
enhancements, strategic alliances or significant agreements by us or by
our competitors;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">recruitment or departure of key personnel;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the gain or loss of significant orders or customers;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">changes in the estimates of our operating results or changes in
recommendations by any securities analysts that elect to follow our
common stock; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">market conditions in our industry, the industries of our customers
and the economy as a whole.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, if the market for technology stocks or the stock market in
general experiences continued or greater loss of investor confidence, the
trading price of our common stock could decline for reasons unrelated to our
business, operating results or financial condition. The trading price of our
common stock also might decline in reaction to events that affect other
companies in our industry even if these events do not directly affect us.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>If securities analysts do not publish research or reports about our
business, our stock price could decline.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The trading market for our common stock will rely in part on the research
and reports that industry or financial analysts publish about us or our
business. We do not control these analysts. If one or more of the analysts who
cover us downgrade our stock, our stock price would likely decline rapidly. If
one or more of these analysts cease coverage of our company, we could lose
visibility in the market, which in turn could cause our stock price to decline.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>The concentration of our capital stock ownership with insiders will likely
limit your ability to influence corporate matters.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We anticipate that our executive officers, directors, current 5% or
greater stockholders and entities affiliated with any of them will together
beneficially own approximately 57.1% of our common stock outstanding after our
initial public offering, assuming no exercise of the
underwriters&#146; over-allotment option in our initial public
offering. As a result, these stockholders, acting together, will
have significant influence over all matters that require approval by our
stockholders, including the election of directors and approval of significant
corporate transactions. As a result, corporate actions might be taken even if
other stockholders, including those who purchase shares offered by this
prospectus, oppose them. This concentration of ownership might also have the
effect of delaying or preventing a change of control of our company that other
stockholders may view as beneficial.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Future sales of shares by existing stockholders could cause our stock price to
decline.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If our existing stockholders sell, or indicate an intention to sell,
substantial amounts of our common stock in the public market after the 180-day
contractual lock-up entered into by our stockholders in connection with our
initial public offering and other legal restrictions on resale lapse, the
trading price of our common stock could decline. For example, if at the end of
the 180-day lock-up period, existing stockholders sell substantial amounts of
our common stock, the trading price of our common stock could decline
significantly. Based on shares outstanding as of May&nbsp;31, 2003, upon completion
of our initial public offering, we will have outstanding
approximately 33,295,272
shares of common stock, assuming no exercise of the underwriters&#146;
over-allotment option in our initial public offering. Of these shares, only
shares of common stock sold in our initial public offering are freely tradable,
without restriction, in the public market, except that the shares of common
stock sold in our initial public offering that are purchased through the
directed share program, which is available only to our employees, will also be
subject to the 180-day lock-up period. Further, any shares of common stock
purchased by any of our employees who are deemed to be our affiliates through
the directed share program, in addition to being subject to the 180-day lock-up
agreement, will also be tradable only under the provisions of Rule&nbsp;144 under
the Securities Act. Morgan Stanley &#038; Co. Incorporated, one of the
representatives of the underwriters in our initial public offering, may, in its
sole discretion, permit our officers, directors, employees and current
stockholders to sell shares prior to the expiration of the lock-up agreements.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;After the lock-up agreements pertaining to our initial public offering
expire 180&nbsp;days from the date of the prospectus for our initial public
offering, an additional 27,295,272 shares will be eligible for sale in the public
market. 18,116,110 of these shares are held by directors, executive officers and
other affiliates and will be subject to volume limitations under Rule&nbsp;144 of
the Securities Act and various vesting agreements. In addition, the 118,227
shares subject to outstanding warrants and the
</FONT>
<P align="center"><FONT size="2">15</FONT>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<P align="left"><FONT size="2">10,885,386 shares subject to
outstanding options and reserved for future issuance under our stock option and
purchase plans will become eligible for sale in the public market to the extent
permitted by the provisions of various vesting agreements, the lock-up
agreements and Rules&nbsp;144 and 701 under the Securities Act. If these additional
shares are sold, or if it is perceived that they will be sold, in the public
market, the trading price of our common stock could decline.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Provisions of our certificate of incorporation and bylaws or Delaware law
might discourage, delay or prevent a change of control of our company or
changes in our management and, therefore, depress the trading price of our
common stock.</I></B>
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Delaware corporate law and our certificate of incorporation and bylaws
contain provisions that could discourage, delay or prevent a change in control
of our company or changes in our management that the stockholders of our
company may deem advantageous. These provisions:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">establish a classified board of directors so that not all members of
our board are elected at one time;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">provide that directors may only be removed &#147;for cause&#148; and only with
the approval of 66 2/3% of our stockholders;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">require super-majority voting to amend some provisions in our
certificate of incorporation and bylaws;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">authorize the issuance of &#147;blank check&#148; preferred stock that our
board could issue to increase the number of outstanding shares and to
discourage a takeover attempt;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">limit the ability of our stockholders to call special meetings of
stockholders;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">prohibit stockholder action by written consent, which requires all
stockholder actions to be taken at a meeting of our stockholders;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">provide that the board of directors is expressly authorized to make,
alter or repeal our bylaws; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">establish advance notice requirements for nominations for election to
our board or for proposing matters that can be acted upon by
stockholders at stockholder meetings.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, Section&nbsp;203 of the Delaware General Corporation Law may
discourage, delay or prevent a change in control of our company
</FONT>
<!-- link1 "SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS" -->
<DIV align="left"><A NAME="002"></A></DIV>
<P align="center"><FONT size="2"><B>SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have made statements in this prospectus that are forward-looking
statements. In some cases, you can identify these statements by forward-looking
words such as &#147;may,&#148; &#147;might,&#148; &#147;will,&#148; &#147;could,&#148; &#147;should,&#148; &#147;expect,&#148; &#147;plan,&#148;
&#147;anticipate,&#148; &#147;believe,&#148; &#147;estimate,&#148; &#147;predict,&#148; &#147;potential&#148; or &#147;continue,&#148; the
negative or plural of these words and other comparable terminology. These
forward-looking statements, which are subject to risks, uncertainties and
assumptions about us, include, among other things, our anticipated growth
strategies and anticipated trends in our business and the markets in which we
operate. These statements are only predictions based on our current
expectations and projections about future events. Although we believe the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause our actual results,
levels of activity, performance or achievements to differ materially from those
expressed or implied by the forward-looking statements, including those factors
discussed under the caption entitled &#147;Risk Factors.&#148; You should specifically
consider the numerous risks outlined under &#147;Risk Factors.&#148;
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should read this prospectus and the documents that we reference and
incorporate by reference in this prospectus and have filed as exhibits to the
registration statement on Form&nbsp;S-8, of which this prospectus is a part, that we
have filed with the Securities and Exchange Commission, completely and with the
understanding that our actual future results, levels of activity, performance
and achievements may be materially different from what we expect. We qualify
all of our forward-looking statements by these cautionary statements.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The forward-looking
statements are accurate only as of the date of this prospectus, regardless of
the time of delivery of this prospectus or of any sale of common stock under
this prospectus.
</FONT>

<P align="center"><FONT size="2">16</FONT>
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<!-- link1 "USE OF PROCEEDS" -->
<DIV align="left"><A NAME="003"></A></DIV>
<P align="center"><FONT size="2"><B>USE OF PROCEEDS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any of the proceeds from the sale of the common stock
by the selling stockholders under this prospectus.
</FONT>
<P align="center"><FONT size="2">17</FONT>
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<!-- link1 "SELLING STOCKHOLDERS" -->
<DIV align="left"><A NAME="004"></A></DIV>
<P align="center"><FONT size="2"><B>SELLING STOCKHOLDERS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table presents the name of each selling stockholder and the
number of shares of common stock that each selling stockholder may offer and
sell from time to time under this prospectus. In addition, the footnotes to
the following table present the nature of any position, office or other
material relationship that each selling stockholder has, or within the past
three years has had, with us or any of our affiliates. The selling
stockholders include the persons named below, any transferee, pledgee or donee
of any selling stockholder or its successor.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of common stock that may be offered and sold under this
prospectus were acquired by the selling stockholders upon the exercise of stock
options under our management incentive option plan. The selling stockholders
may from time to time offer and sell all or some of their shares under this
prospectus. Because the selling stockholders are not obligated to sell their
shares and because they may acquire publicly traded shares of common stock, we
are unable to determine the actual number of shares that will be sold by any
selling stockholder or that will be held by the selling stockholder after
completion of the sales or when or if such sales will occur. We prepared the
following table based upon information as of May&nbsp;31, 2003. Information about
the selling stockholders may change over time. The following table assumes
that the selling stockholders will sell all of the shares offered by them in
this offering. This table also assumes that the selling stockholders do not
acquire any other shares of our common stock pending the offering. We may
amend or supplement this prospectus to update the information in the following
table.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The percentage of beneficial ownership for the following table is based on
33,295,272&nbsp;shares of our common stock outstanding after our
initial public offering. This number is based upon
5,660,638&nbsp;shares sold in our initial public offering, assuming no exercise of
the underwriters&#146; over-allotment option, and 27,634,634&nbsp;shares outstanding as of
May&nbsp;31, 2003, including the automatic conversion of all outstanding shares of
our preferred stock into common stock upon the closing of our initial public
offering.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission and does not necessarily
indicate beneficial ownership for any other purpose. Under these rules,
beneficial ownership includes those shares of our common stock over which the
stockholder has sole or shared voting or investment power. It also includes
shares of our common stock that the stockholder has a right to acquire within
60&nbsp;days of May&nbsp;31, 2003 through the exercise of any option, warrant or other
right, and restricted shares of our common stock, which are subject to a
lapsing right of repurchase at their initial purchase price, purchased by some
of our officers who exercised immediately exercisable options. The percentage
ownership of the outstanding common stock, however, is based on the assumption,
expressly required by the rules and regulations of the Securities and Exchange
Commission, that only the person or entity whose ownership is being reported
has converted options or warrants into shares of our common stock.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To our knowledge, except under community property laws or as otherwise
noted, the persons named in the table have sole voting and sole investment
power with respect to all shares beneficially owned. Unless otherwise
indicated, each selling stockholder listed below maintains a mailing address of
c/o FormFactor, Inc., 2140 Research Drive, Livermore, California 94550.
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="39%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Shares</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Beneficially</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Shares Beneficially Owned</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Owned</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>After Offering</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Before</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Shares</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Name of Beneficial Owner</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Being Offered</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Percentage</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD nowrap><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Dr.&nbsp;Igor Y. Khandros (1)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,100,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">100,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,000,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">18.0</FONT></TD>
    <TD align="left"><FONT size="2">%</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Jens Meyerhoff (2)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">494,985</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">17,148</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">477,837</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">1.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Stuart
L. Merkadeau (3)</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">198,322</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">5,303</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">193,019</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">*</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Represents beneficial ownership of less than 1%.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Assumes that Dr.&nbsp;Khandros sold 104,228 shares of our common stock in our
initial public offering. Includes 2,500,000 shares held by Susan Bloch,
Dr.&nbsp;Khandros&#146; spouse, 500,000 shares held by The Khandros 1997 Trust I
U/T/A dated March&nbsp;28, 1997 and 500,000 shares held by The Khandros 1997
Trust II U/T/A dated March&nbsp;28, 1997. Also includes 100,000 unvested
shares that are, as of May&nbsp;31, 2003, subject to our lapsing right of
repurchase at the initial purchase price for these shares. Also
includes
104,228 vested shares issuable upon exercise of an option that is
exercisable within 60&nbsp;days of May&nbsp;31, 2003 that our board
of directors granted to Dr.&nbsp;Khandros effective upon the determination by
the pricing committee of our board of directors of the</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">18</FONT>
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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">public offering price of our common stock in our initial public
offering. Dr.&nbsp;Khandros has served as our President and Chief Executive
Officer as well as a Director since April 1993. Dr.&nbsp;Khandros founded
FormFactor in April 1993.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Assumes that Mr.&nbsp;Meyerhoff sold 82,852 shares of our common stock in our
initial public offering. Includes 394,985 shares issuable upon exercise
of options that are exercisable within 60&nbsp;days of May&nbsp;31, 2003, of which
62,692 will be vested and 332,293 will be unvested. Also includes 82,852
vested shares issuable upon exercise of an option that is exercisable
within 60&nbsp;days of May&nbsp;31, 2003 that our board of
directors granted to Mr.&nbsp;Meyerhoff effective upon the determination by the
pricing committee of our board of directors of the public offering
price of our common stock in our initial public offering. Mr.&nbsp;Meyerhoff
has served as our Senior Vice President of Operations since January 2003
and as our Chief Financial Officer since August 2000. He served as a
Senior Vice President from August 2000 to January 2003, and as our
Secretary from April 2002 to October 2002. Prior to then, Mr.&nbsp;Meyerhoff
had no relationship with FormFactor.</FONT></TD>
</TR>

 <TR>
  <TD><FONT size="2">&nbsp;</FONT></TD>
 </TR>

<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Assumes that Mr.&nbsp;Merkadeau
sold 73,251&nbsp;shares of our common stock in our initial public
offering. Includes 163,523&nbsp;shares issuable upon exercise of
options that are exercisable
within 60&nbsp;days of May&nbsp;31, 2003, of which 21,818 will be
vested and 141,705 will be unvested. Also includes 5,303 unvested
shares that are, as of May&nbsp;31, 2003, subject to our lapsing
right of repurchase at the initial purchase price for these shares.
Also includes 29,496 vested shares issuable upon exercise of an
option that is exercisable within 60&nbsp;days of May&nbsp;31, 2003
that our board of directors granted to Mr.&nbsp;Merkadeau effective
upon the determination by the pricing committee of our board of
directors of the public offering price of our common stock in our
initial public offering. Mr.&nbsp;Merkadeau has served as our Vice
President, General Counsel and Secretary since October 2002. From
July 2000 to October 2002, he served as our Vice President of
Intellectual Property. Prior to then, Mr.&nbsp;Merkadeau had no
relationship with FormFactor.</FONT></TD>
</TR>


</TABLE>

<P align="center"><FONT size="2">19</FONT>




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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "PLAN OF DISTRIBUTION" -->
<DIV align="left"><A NAME="005"></A></DIV>
<P align="center"><FONT size="2"><B>PLAN OF DISTRIBUTION</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may offer and sell shares of common stock from
time to time with this prospectus. The selling stockholders may sell or
transfer the common stock covered by this prospectus only in the manner
described in this prospectus. If required, we will supplement this prospectus
or amend the registration statement of which this prospectus is a part to
provide information on a particular transaction. In addition, with our
consent, a selling stockholder&#146;s donees, pledgees, transferees or their
successors may use this prospectus to sell shares received from a selling
stockholder after the date of this prospectus.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may from time to time sell shares directly to
purchasers. The selling stockholders may transfer, devise or gift shares by
other means. The selling stockholders may also resell all or a portion of
their shares in open market transactions in reliance upon available exemptions
under the Securities Act, such as Rule&nbsp;144, provided they meet the criteria and
conform to the requirements of one of these exemptions.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may from time to time sell shares to or through
broker-dealers, who may act as agents or principals. Broker-dealers engaged by
the selling stockholders may arrange for other broker-dealers to participate in
selling shares. Broker-dealers may receive compensation in the form of
commissions, discounts or concessions from the selling stockholders in amounts
to be negotiated in connection with the sale. Broker-dealers may also receive
compensation in the form of discounts, concessions or commissions from the
purchasers of shares for whom the broker-dealers may act as agents or to whom
they sell as principal, or both. This compensation as to a particular
broker-dealer might exceed customary commissions.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders have advised us that they have not, as of the
date of this prospectus, entered into any agreements, understandings or
arrangements with any broker-dealers for the sale of shares, nor is there a
coordinating broker-dealer acting in connection with the proposed sale of
shares by the selling stockholders.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders and any participating broker-dealers or agents
may be deemed to be &#147;underwriters&#148; within the meaning of the Securities Act in
connection with sales of shares covered by this prospectus. Any commission,
discount or concession received by a broker-dealer and any profit on the resale
of shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act. Because
selling stockholders may be deemed to be underwriters within the meaning of the
Securities Act, the selling stockholders may be subject to the prospectus
delivery requirements of the Securities Act.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. Sales may be made
over the Nasdaq National Market or otherwise, at then prevailing market prices,
at prices related to prevailing market prices or at negotiated prices.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares may be sold according to one or more of the following methods:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">purchases by a broker or dealer as principal and resale by the
broker or dealer for its account as allowed under this prospectus;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">ordinary brokerage transactions and transactions in which the
broker solicits purchasers;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">pledges of shares to a broker-dealer or other person, who may, in
the event of default, purchase or sell the pledged shares; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">face-to-face transactions between sellers and purchasers without
a broker-dealer.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the selling stockholders may enter into option, derivative or
hedging transactions with respect to the shares, and any related offers or
sales of shares may be made under this prospectus. For example, the selling
stockholders may:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">enter into transactions involving short sales of the shares by
broker-dealers in the course of hedging the positions they assume with
selling stockholders;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">20</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">sell shares short themselves and deliver the shares registered
hereby to settle such short sales or to close out stock loans incurred
in connection with their short positions;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">write call options, put options or other derivative instruments
(including exchange-traded options or privately negotiated options)
with respect to the shares, or which they settle through delivery of
the shares;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">enter into option transactions or other types of transactions
that require the selling stockholder to deliver shares to a broker,
dealer or other financial institution, who may then resell or transfer
the shares under this prospectus; or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">loan the shares to a broker, dealer or other financial
institution, who may sell the loaned shares.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These option, derivative and hedging transactions may require the delivery
to a broker-dealer or other financial institution of shares offered under this
prospectus, and that broker-dealer or other financial institution may resell
those shares under this prospectus.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to comply with certain states&#146; securities laws, if applicable,
the shares will be sold in jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the shares may not be sold
unless the shares have been registered or qualified for sale in that state or
an exemption from registration or qualification is available and is complied
with.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholders may indemnify broker-dealers that participate in
transactions involving sales of the shares against specific liabilities,
including liabilities arising under the Securities Act and/or Exchange Act.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are paying the expenses of registering the shares under the Securities
Act, including registration and filing fees, printing expenses, administrative
expenses and certain legal and accounting fees. If the shares are sold through
broker-dealers, the selling stockholders will be responsible for discounts,
commissions or other amounts payable to the broker-dealers as well as fees and
disbursements for legal counsel retained by any selling stockholder.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may suspend the use of this prospectus if we learn of any event that
causes this prospectus to include an untrue statement of a material fact or to
omit to state a material fact required to be stated in the prospectus or
necessary to make the statements in the prospectus not misleading in the light
of the circumstances then existing. If this type of event occurs, a prospectus
supplement or post-effective amendment, if required, will be distributed to
each selling stockholder.
</FONT>
<!-- link1 "LEGAL MATTERS" -->
<DIV align="left"><A NAME="006"></A></DIV>
<P align="center"><FONT size="2"><B>LEGAL MATTERS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Fenwick &#038; West LLP, Palo Alto, California, will pass upon the validity of
the issuance of the shares of common stock offered by this prospectus. As of
the date of this prospectus, two investment entities affiliated with Fenwick &#038;
West LLP beneficially owned an aggregate of 23,674 shares of our common stock.
</FONT>
<!-- link1 "EXPERTS" -->
<DIV align="left"><A NAME="007"></A></DIV>
<P align="center"><FONT size="2"><B>EXPERTS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of FormFactor as of December&nbsp;29,
2001 and December&nbsp;28, 2002, and for each of the three years in the period ended
December&nbsp;28, 2002 incorporated in this prospectus by reference to the
registration statement on Form&nbsp;S-1/A (No.&nbsp;333-86738) of FormFactor,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
</FONT>
<!-- link1 "WHERE YOU CAN FIND ADDITIONAL INFORMATION" -->
<DIV align="left"><A NAME="008"></A></DIV>
<P align="center"><FONT size="2"><B>WHERE YOU CAN FIND ADDITIONAL INFORMATION</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We incorporate by reference information into this prospectus, which means
that we disclose important information to you by referring you to another
document filed separately with the Securities and Exchange Commission. The
information incorporated by reference is deemed to be part of this prospectus, unless
it is superseded by information contained directly in this prospectus or in
another document we later file with the Securities and Exchange Commission.
These documents contain important information about us and our financial
condition. We are incorporating by reference into this prospectus the
</FONT>
<P align="center"><FONT size="2">21</FONT>
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<P align="left"><FONT size="2">documents listed below and any filings we make with the Securities and Exchange
Commission under Section&nbsp;13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this prospectus until the termination of this offering:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the prospectus filed on June&nbsp;12, 2003 pursuant to Rule&nbsp;424(b)
under the Securities Act, relating to the registration statement on
Form&nbsp;S-1 (File No.&nbsp;333-86738), which contains the description of our
capital stock and our audited consolidated financial statements as of
December&nbsp;29, 2001 and December&nbsp;28, 2002, and for each of the three
years in the period ended December&nbsp;28, 2002; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the description of our common stock contained in our
Registration Statement on Form&nbsp;8-A filed on June&nbsp;6, 2003 under
Section&nbsp;12(g) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus may contain information that updates, modifies or is
contrary to information in one or more of the documents incorporated by
reference in this prospectus. Reports that we file with the Securities and
Exchange Commission after the date of this prospectus may also contain
information that updates, modifies or is contrary to information in this
prospectus or in documents incorporated by reference in this prospectus. You
should review these reports as they may disclose a change in our business,
prospects, financial condition or other affairs after the date of this
prospectus.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the informational requirements of the Exchange Act, and
accordingly, we file reports and other information with the Securities and
Exchange Commission. Reports, proxy statements and other information that we
file can be inspected and copied at the public reference facilities maintained
by the Securities and Exchange Commission at Room&nbsp;1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the Securities and
Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission
also maintains a World Wide Web site that contains reports, proxy statements
and other information that is filed electronically with the Securities and
Exchange Commission. This web site can be accessed at http://www.sec.gov.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the Securities and Exchange Commission a registration
statement on Form&nbsp;S-8 under the Securities Act with respect to the common stock
offered under this prospectus. This prospectus does not contain all of the
information in the registration statement as allowed under the rules and
regulations of the Securities and Exchange Commission. You should refer to the
registration statement for further information with respect to us and our
common stock. Statements contained in this prospectus as to the contents of
any contract or other document are not necessarily complete and, in each
instance, we refer you to the copy of each contract or document filed as an
exhibit to or incorporated by reference in the registration statement.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You may request a copy of these filings at no cost, by writing or calling
us at the following address or telephone number:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>
<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">FormFactor, Inc.<BR>
2140 Research Drive<BR>
Livermore, California 94550<BR>
(925)&nbsp;456-3897<BR>
Attn: Investor Relations</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits to the filings, however, will not be sent unless those exhibits
have specifically been incorporated by reference in this prospectus.
</FONT>
<P align="center"><FONT size="2">22</FONT>
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<P align="center"><FONT size="2"><B>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</FONT>

<P align="left"><FONT size="2"><B>ITEM 3.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>INCORPORATION OF DOCUMENTS BY REFERENCE.</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The Registrant&#146;s prospectus filed on June&nbsp;12, 2003 pursuant to
Rule&nbsp;424(b) under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;), relating to the registration statement on Form&nbsp;S-1
(File No.&nbsp;333-86738), which contains the Registrant&#146;s audited
consolidated financial statements as of December&nbsp;29, 2001 and
December&nbsp;28, 2002, and for each of the three years in the period
ended December&nbsp;28, 2002.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The description of the Registrant&#146;s common stock contained in
the Registrant&#146;s registration statement on Form&nbsp;8-A filed on June&nbsp;6,
2003 under Section&nbsp;12(g) of the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;), including any amendment or report filed
for the purpose of updating such description.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated into this registration statement by reference herein and
to be a part hereof from the date of the filing of such documents.
</FONT>
<P align="left"><FONT size="2"><B>ITEM 4.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B>DESCRIPTION OF SECURITIES.</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>

<P align="left"><FONT size="2"><B>ITEM 5.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B>INTERESTS OF NAMED EXPERTS AND COUNSEL.</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of the date of this registration statement, two investment entities
affiliated with Fenwick &#038; West LLP beneficially owned an aggregate of 23,674
shares of the Registrant&#146;s common stock.
</FONT>
<P align="left"><FONT size="2"><B>ITEM 6.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B>INDEMNIFICATION OF DIRECTORS AND OFFICERS.</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation&#146;s board of directors to grant, indemnity to directors
and officers under certain circumstances and subject to certain limitations.
The terms of Section&nbsp;145 of the Delaware General Corporation Law are
sufficiently broad to permit indemnification under certain circumstances for
liabilities, including reimbursement of expenses incurred, arising under the
Securities Act.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by the Delaware General Corporation Law, the Registrant&#146;s
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">for any breach of the director&#146;s duty of loyalty to the
Registrant or its stockholders;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">under Section&nbsp;174 of the Delaware General Corporation Law
regarding unlawful dividends and stock purchases; or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">for any transaction from which the director derived an
improper personal benefit.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">II-1</FONT>
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As permitted by the Delaware General Corporation Law, the Registrant&#146;s
bylaws provide that:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the Registrant is required to indemnify its directors and
officers to the fullest extent permitted by the Delaware General
Corporation Law, subject to limited exceptions where
indemnification is not permitted by applicable law;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the Registrant is required to advance expenses, as
incurred, to its directors and officers in connection with a legal
proceeding to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain limited exceptions; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">the rights conferred in the bylaws are not exclusive.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Registrant has entered into indemnity agreements with
each of its current directors and officers. These agreements provide for the
indemnification of the Registrant&#146;s officers and directors for all expenses and
liabilities incurred in connection with any action or proceeding brought
against them by reason of the fact that they are or were agents of the
Registrant.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant has obtained directors&#146; and officers&#146; insurance to cover
its directors and officers for certain liabilities, including coverage for
public securities matters.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The indemnification provisions in the Registrant&#146;s certificate of
incorporation and bylaws and the indemnity agreements between the Registrant
and each of its directors and officers may be sufficiently broad to permit
indemnification of the Registrant&#146;s directors and officers for liabilities
arising under the Securities Act.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See also the undertakings set out in response to Item&nbsp;9.
</FONT>
<P align="left"><FONT size="2"><B>ITEM 7.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B>EXEMPTION FROM REGISTRATION CLAIMED.</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant had issued and sold an aggregate of 122,451 shares of
common stock to the selling stockholders upon exercise of options under the
Registrant&#146;s Management Incentive Option Plan with exercise prices ranging from
$5.50 to $6.00 per share. These shares may be reoffered or resold by the
selling stockholders pursuant to this registration statement. The issuances
and sales of the shares of common stock under the Registrant&#146;s Management
Incentive Option Plan were deemed to be exempt from registration under Section
4(2) of the Securities Act or Regulation&nbsp;D promulgated under the Securities Act
as transactions by an issuer not involving a public offering.
</FONT>
<P align="left"><FONT size="2"><B>ITEM 8.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B>EXHIBITS.</B>
</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">The following exhibits are filed herewith or incorporated
herein by reference to the Registrant&#146;s Registration Statement on
Form&nbsp;S-1 (File No.&nbsp;333-86738) (as amended from time to time, the &#147;S-1
Registration Statement&#148;):</FONT></TD>
</TR>
</TABLE>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibit</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Description</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Incorporated by Reference</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Form</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Date</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">3.01</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Amended and Restated Certificate of Incorporation of
the Registrant as filed September&nbsp;30, 2002.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1/A
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">12/18/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">3.01</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">3.02</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Amended and Restated Certificate of Incorporation of
the Registrant to be filed upon the closing of the
offering covered by the S-1 Registration Statement.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1/A
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">5/28/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">3.02</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">3.03</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Amended and Restated Bylaws of the Registrant, as
amended through March&nbsp;14, 2002.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">4/22/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">3.03</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">3.04</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Amended and Restated Bylaws of the Registrant to be
effective upon the closing of the offering covered
by the S-1 Registration Statement.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1/A
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">5/28/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">3.04</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">4.01</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Specimen Common Stock Certificate.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1/A
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">5/28/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">4.01</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">4.02</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Sixth Amended and Restated Rights Agreement by and
among the Registrant and certain stockholders of the
Registrant dated July&nbsp;13, 2001.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">4/22/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">4.02</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">II-2</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibit</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Description</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Incorporated by Reference</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Form</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Date</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">4.03&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Stockholders Agreement by and among the Registrant,
Dr.&nbsp;Igor Y. Khandros, Susan Bloch and Richard
Hoffman dated February&nbsp;9, 1994.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">4/22/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">4.03</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">4.04&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Stockholders Agreement by and among the Registrant,
Dr.&nbsp;Igor Y. Khandros, Susan Bloch and Milton Ohring
dated April&nbsp;11, 1994.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">4/22/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">4.04</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">4.05&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Stockholders Agreement by and among the Registrant,
Dr.&nbsp;Igor Y. Khandros, Susan Bloch and Benjamin
Eldridge dated August&nbsp;12, 1994.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">4/22/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">4.05</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">4.06&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Stockholders Agreement by and among the Registrant,
Dr.&nbsp;Igor Y. Khandros, Susan Bloch and Charles
Baxley, P.C. dated September&nbsp;8, 1994.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">4/22/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">4.06</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">5.01*&nbsp;&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion of Fenwick &#038; West LLP.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&#151;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&#151;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&#151;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">10.01&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
1995 Stock Plan and form of option grant.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">4/22/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">10.02</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">10.02&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
1996 Stock Option Plan and form of option grant.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">4/22/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">10.03</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">10.03&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Incentive Option Plan and form of option grant.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">4/22/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">10.04</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">10.04&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Management Incentive Option Plan and form of option
grant.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">4/22/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">10.05</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">10.05&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
2002 Equity Incentive Plan and forms of option grant.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1/A
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">6/10/03
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">10.06</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">10.06&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
2002 Employee Stock Purchase Plan.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1/A
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">6/10/03
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">10.07</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">10.07&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Forms of promissory notes from executive officers to
the Registrant made in connection with the exercise
of options.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">S-1
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">4/22/02
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">10.09</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">23.01*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Fenwick &#038; West LLP (See Exhibit&nbsp;5.01).
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&#151;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&#151;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&#151;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">23.02*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of independent accountants.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&#151;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&#151;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&#151;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">24.01*</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Power of Attorney (See page II-5 of this
Registration Statement)
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&#151;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&#151;
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="top"><FONT size="2">&#151;</FONT></TD>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">*</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Filed herewith.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2"><B>ITEM 9.</B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <B>UNDERTAKINGS.</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant hereby undertakes:
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp; To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">to include any prospectus required by Section&nbsp;10(a)(3) of
the Securities Act;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule&nbsp;424(b) if, in the aggregate,
the changes in volume and price represent no more than 20&nbsp;percent
change in the maximum aggregate offering price set forth in the
&#147;Calculation of Registration Fee&#148; table in the effective
registration statement; and</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="93%"><FONT size="2">to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the
registration statement is on Form&nbsp;S-3, Form&nbsp;S-8 or Form&nbsp;F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section&nbsp;13 or 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
</FONT>
<P align="center"><FONT size="2">II-3</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp; That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial <I>bona
fide </I>offering thereof.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp; To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp; That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant&#146;s annual report pursuant to Section&nbsp;13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan&#146;s annual report pursuant to Section&nbsp;15(d) of the Exchange Act)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial <I>bona fide </I>offering thereof.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp; Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions discussed in Item&nbsp;6
hereof, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
</FONT>
<P align="center"><FONT size="2">II-4</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="center"><FONT size="2"><B>SIGNATURES</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form&nbsp;S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Livermore, State of California, on this
12<SUP>th</SUP> day of
June 2003.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" valign="top" align="left"><FONT size="2"><B>FORMFACTOR, INC.</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By:</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">/s/ JENS MEYERHOFF</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><HR align="left" size="1" width="60%" noshade></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Jens Meyerhoff</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Chief Financial Officer and</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Senior Vice President of Operations</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2"><B>POWER OF ATTORNEY</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW BY ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Dr.&nbsp;Igor Y. Khandros, Jens Meyerhoff and
Stuart L. Merkadeau and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this registration statement on Form&nbsp;S-8, and to
file the same, with all exhibits thereto and all documents in connection
therewith, making such changes to this registration statement as such
attorneys-in-fact and agents so acting deems appropriate, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done with respect to this registration
statement, including post-effective amendments, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="38%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Name</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Title</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Date</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"><B>Principal Executive Officer:</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><Td>&nbsp;</Td></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ DR. IGOR Y. KHANDROS</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><HR size="1" noshade>
Dr.&nbsp;Igor Y. Khandros</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
President, Chief Executive Officer
and Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">June&nbsp;12, 2003</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><B>Principal Financial Officer:</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><Td>&nbsp;</Td></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ JENS MEYERHOFF</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><HR size="1" noshade>
Jens Meyerhoff</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Chief Financial Officer and
Senior Vice President of Operations
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">June&nbsp;12, 2003</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><B>Principal Accounting Officer:</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR><Td>&nbsp;</Td></TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ MICHAEL M. LUDWIG</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><HR size="1" noshade>
Michael M. Ludwig</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Vice President of Human Resources and
Finance, and Controller
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">June&nbsp;12, 2003</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><B>Additional Directors:</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR><Td>&nbsp;</Td></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ JOSEPH R. BRONSON</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2"><HR size="1" noshade>
Joseph R. Bronson</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">June&nbsp;12, 2003</FONT></TD>
</TR>
<TR><Td>&nbsp;</Td></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ DR.&nbsp;WILLIAM H. DAVIDOW</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><HR size="1" noshade>
Dr.&nbsp;William H. Davidow</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">June&nbsp;12, 2003</FONT></TD>
</TR>
<TR><Td>&nbsp;</Td></TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ G. CARL EVERETT, JR.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2"><HR size="1" noshade>
G. Carl Everett, Jr.</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">June&nbsp;12, 2003</FONT></TD>
</TR>
<TR><Td>&nbsp;</Td></TR>


<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ JAMES A. PRESTRIDGE</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2"><HR size="1" noshade>
James A. Prestridge</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">June&nbsp;12, 2003</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">II-5</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<!-- link1 "EXHIBIT&nbsp;INDEX" -->
<DIV align="left"><A NAME="010"></A></DIV>
<P align="center"><FONT size="2"><B>Exhibit&nbsp;Index</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="65%">
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibit</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Exhibit</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Title</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">&nbsp;&nbsp;5.01</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion of Fenwick &#038; West LLP.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">23.01</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Fenwick &#038; West LLP (See Exhibit&nbsp;5.01).</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">23.02</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of independent accountants.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">24.01</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Power of Attorney (See page II-5 of this Registration Statement).</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">&nbsp;</FONT>



</BODY>
</HTML>
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FormFactor, Inc. Form S-8
Table of Contents
As filed with the Securities and Exchange Commission on June 12, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8 REGISTRATION STATEMENT
(INCLUDING REGISTRATION OF SHARES FOR RESALE
UNDER A FORM S-3 PROSPECTUS)
UNDER THE SECURITIES ACT OF 1933
FORMFACTOR, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
13-3711155
(IRS Employer
Identification No.)
2140 Research Drive
Livermore, California 94550
(Address of Principal Executive Offices, including Zip Code)
1995 Option Plan
1996 Stock Option Plan
Incentive Option Plan
Management Incentive Option Plan
2002 Equity Incentive Plan
2002 Employee Stock Purchase Plan
(Full Title of the Plans)
Jens Meyerhoff
Chief Financial Officer and Senior Vice President of Operations
FormFactor, Inc.
2140 Research Drive
Livermore, California 94550
(925) 294-4300
(Name, Address and Telephone Number of Agent For Service)
Copies to:
Mark A. Leahy, Esq.
Fenwick & West LLP
Silicon Valley Center, 801 California Street, Mountain View, California 94041
CALCULATION OF REGISTRATION FEE
Amount
Proposed Maximum
Proposed Maximum
Amount of
to be
Offering Price
Aggregate Offering
Registration
Title of Securities to be Registered
Registered (1)
Per Share
Price
Fee
Common Stock, $0.001 par value
5,148,958
(2)
$
14.00
(3)
$
72,085,412
(3)
$
5,832
(3)
Common Stock, $0.001 par value
5,858,879
(4)
$
5.81
(5)
$
34,040,087
(6)
$
2,754
(6)
TOTAL
11,007,837
$
106,125,499
$
8,586
Table of Contents
(1)
This Registration Statement shall also cover any additional shares of
Common Stock attributable to these registered shares which become issuable
under the plans of the Registrant referenced in this Registration
Statement by reason of any stock dividend, stock split, recapitalization
or any other similar transaction effected without the Registrant's receipt
of consideration which results in an increase in the number of the
outstanding shares of the Registrant's Common Stock.
(2)
Represents the aggregate of 3,526,507 shares of Common Stock reserved for
issuance under the Registrant's 2002 Equity Incentive Plan, 1,500,000
shares of Common Stock reserved for issuance under the Registrant's 2002
Employee Stock Purchase Plan and 122,451 shares issued pursuant to the
exercise of stock options granted under the Registrant's Management
Incentive Option Plan.
(3)
Estimated as of June 11, 2003 pursuant to Rule 457(c) under the
Securities Act of 1933 solely for the purpose of calculating the
registration fee.
(4)
Represents shares of Common Stock subject to options outstanding as of
May 31, 2003 under the Registrant's 1995 Stock Plan, 1996 Stock Option
Plan, Incentive Option Plan and Management Incentive Option Plan.
(5)
Weighted average per share exercise price for such outstanding options.
(6)
Calculated based on the weighted average per share exercise price
pursuant to Rule 457(h)(1) under the Securities Act of 1933.
Table of Contents
PROSPECTUS
122,451 Shares
FORMFACTOR, INC.
Common Stock
All of the 122,451 shares of common stock of FormFactor, Inc. offered by
this prospectus may be offered and sold from time to time by the stockholders
of FormFactor named in this prospectus under "Selling Stockholders" and by
their donees, pledgees or transferees or their successors. We will not receive
any of the proceeds from the sale of the shares of common stock offered by the
selling stockholders.
Our common stock is quoted on the Nasdaq National Market under the symbol
"FORM."
The selling stockholders may from time to time sell shares directly to
purchasers, or to or through broker-dealers, who may act as agents or
principals. Sales may be made over the Nasdaq National Market or otherwise, at
then prevailing market prices, at prices related to prevailing market prices or
at negotiated prices. The shares of common stock offered by this prospectus
will be sold as described in this prospectus under "Plan of Distribution."
Investing in our common stock involves risks. See "Risk Factors"
beginning on page 3.
The Securities and Exchange Commission and state securities regulators
have not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is June 12, 2003.
TABLE OF CONTENTS
FORMFACTOR, INC
RISK FACTORS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.01
EXHIBIT 23.02
Table of Contents
TABLE OF CONTENTS
Page
FormFactor, Inc.
3
Risk Factors
3
Special Note Regarding Forward-Looking Statements
16
Use of Proceeds
17
Selling Stockholders
18
Plan of Distribution
20
Legal Matters
21
Experts
21
Where You Can Find Additional Information
21
You should rely only on the information contained in this prospectus. In
connection with this offering, we have not authorized anyone to give you any
information or to make any representations other than those contained in or
incorporated by reference in this prospectus. If information is given or
representations are made, you must not rely on that information or those
representations as having been authorized by us, the selling stockholders or
any underwriter, dealer or agent. This prospectus is neither an offer to sell
nor a solicitation of an offer to buy any securities other than those
registered by this prospectus, nor is it an offer to sell or a solicitation of
an offer to buy any securities where an offer or solicitation would be
unlawful. The information in this prospectus is accurate only as of the date
of this prospectus, regardless of the time of delivery of this prospectus or of
any sale of our common stock.
Table of Contents
FORMFACTOR, INC.
We design, develop, manufacture, sell and support precision, high
performance advanced semiconductor wafer probe cards. In 2002, we were the
leader in the advanced wafer probe card market in terms of revenues. Our
products are based on our proprietary MicroSpring™ interconnect technology,
which includes resilient spring-like contacts that we manufacture using
precision micro-machining and scalable semiconductor-like wafer fabrication
processes. Our technology enables us to produce wafer probe cards for test
applications that require reliability, speed, precision and signal integrity.
We were incorporated in Delaware in April 1993. Our principal executive
offices are located at 2140 Research Drive, Livermore, California 94550, and
our telephone number at that address is (925) 294-4300. Our Web site address
is formfactor.com. The information on our Web site does not constitute part of
this prospectus.
FormFactor, the FormFactor logo, MicroSpring and MOST are trademarks of
FormFactor in the United States and other countries. All other trademarks,
trade names or service marks appearing in this prospectus are the property of
their respective owners.
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should
carefully consider the following risk factors, as well as the other information
in this prospectus, before deciding whether to invest in shares of our common
stock. If any of the following risks actually occurs, our business, financial
condition and results of operations would suffer. In this case, the trading
price of our common stock would likely decline and you might lose all or part
of your investment in our common stock. The risks described below are not the
only ones we face. Additional risks that we currently do not know about or that
we currently believe to be immaterial may also impair our business operations.
Risks Related to Our Business and Industry
Our operating results are likely to fluctuate, which could cause us to
miss expectations about these results and cause the trading price of our common
stock to decline.
Our operating results are likely to fluctuate. As a result, we believe
that you should not rely on period-to-period comparisons of our financial
results as an indication of our future performance. Factors that are likely to
cause our revenues and operating results to fluctuate include those discussed
in the risk factors below. If our revenues or operating results fall below the
expectations of market analysts or investors, the market price of our common
stock could decline substantially.
Cyclicality in the semiconductor industry historically has affected our
sales and might do so in the future, and as a result we could experience
reduced revenues or operating results.
The semiconductor industry has historically been cyclical and is
characterized by wide fluctuations in product supply and demand. From time to
time, this industry has experienced significant downturns, often in connection
with, or in anticipation of, maturing product and technology cycles, excess
inventories and declines in general economic conditions. This cyclicality could
cause our operating results to decline dramatically from one period to the
next. For example, our revenues in the three months ended September 29, 2001
declined by 25.5% compared to our revenues in the three months ended June 30,
2001, and our revenues in the three months ended March 29, 2003 declined by
15.7% compared to our revenues in the three months ended December 28, 2002. Our
business depends heavily upon the development of new semiconductors and
semiconductor designs, the volume of production by semiconductor manufacturers
and the overall financial strength of our customers, which, in turn, depend
upon the current and anticipated market demand for semiconductors and products,
such as personal computers, that use semiconductors. Semiconductor
manufacturers generally sharply curtail their spending during industry
downturns and historically have lowered their spending disproportionately more
than the decline in their revenues. As a result, if we are unable to adjust our
levels of manufacturing and human resources or manage our costs and deliveries
from suppliers in response to lower spending by semiconductor manufacturers,
our gross margin might decline and cause us to experience operating losses.
3
Table of Contents
If we do not keep pace with technological developments in the
semiconductor industry, our products might not be competitive and our revenues
and operating results could suffer.
We must continue to invest in research and development to improve our
competitive position and to meet the needs of our customers. Our future growth
depends, in significant part, upon our ability to work effectively with and
anticipate the testing needs of our customers, and on our ability to develop
and support new products and product enhancements to meet these needs on a
timely and cost-effective basis. Our customers' testing needs are becoming more
challenging as the semiconductor industry continues to experience rapid
technological change driven by the demand for complex circuits that are
shrinking in size and at the same time are increasing in speed and
functionality and becoming less expensive to produce. Our customers expect that
they will be able to integrate our wafer probe cards into any manufacturing
process as soon as it is deployed. Therefore, to meet these expectations and
remain competitive, we must continually design, develop and introduce on a
timely basis new products and product enhancements with improved features.
Successful product development and introduction on a timely basis requires that
we:
•
design innovative and performance-enhancing features that
differentiate our products from those of our competitors;
•
transition our products to new manufacturing technologies;
•
identify emerging technological trends in our target markets;
•
maintain effective marketing strategies;
•
respond effectively to technological changes or product
announcements by others; and
•
adjust to changing market conditions quickly and
cost-effectively.
We must devote significant research and development resources to keep up
with the rapidly evolving technologies used in the semiconductor manufacturing
processes. Not only do we need the technical expertise to implement the changes
necessary to keep our technologies current, but we must also rely heavily on
the judgment of our management to anticipate future market trends. If we are
unable to timely predict industry changes, or if we are unable to modify our
products on a timely basis, we might lose customers or market share. In
addition, we might not be able to recover our research and development
expenditures, which could harm our operating results.
If semiconductor memory device manufacturers do not convert to 300 mm
wafers, our growth could be impeded.
The growth of our business for the foreseeable future depends in large
part upon sales of our wafer probe cards to manufacturers of dynamic random
access memory, or DRAM, and flash memory devices. The recent downturn in the
semiconductor industry caused various chip manufacturers to readdress their
respective strategies for converting existing 200 mm wafer fabrication
facilities to 300 mm wafer fabrication, or for building new 300 mm wafer
fabrication facilities. Some manufacturers have delayed, cancelled or postponed
previously announced plans to convert to 300 mm wafer fabrication. We believe
that the decision to convert to a 300 mm wafer fabrication facility is made by
each manufacturer based upon both internal and external factors, such as:
•
current and projected chip prices;
•
projected price erosion for the manufacturer's particular chips;
•
supply and demand issues;
•
overall manufacturing capability within the manufacturer's target market(s);
•
the availability of funds to the manufacturer;
•
the technology roadmap of the manufacturer; and
•
the price and availability of equipment needed within the 300 mm facility.
4
Table of Contents
One or more of these internal and external factors, as well as other
factors, including factors that a manufacturer may choose to not publicly
disclose, can impact the decision to maintain a 300 mm conversion schedule, to
delay the conversion schedule for a period of time, or to cancel the
conversion. We have invested significant resources to develop technology that
addresses the market for 300 mm wafers. If manufacturers of memory devices do
not transition to 300 mm wafers, or make the transition more slowly than we currently expect, our growth and
profitability could be impeded. In addition, any delay in large-scale adoption
of manufacturing based upon 300 mm wafers would provide time for other
companies to develop and market products that compete with ours, which could
harm our competitive position.
We are subject to general economic and market conditions.
Our business is subject to the effects of general economic conditions in
the United States and worldwide, and to market conditions in the semiconductor
industry in particular. For example, in fiscal 2001, our operating results were
adversely affected by unfavorable global economic conditions and reduced
capital spending by semiconductor manufacturers. These adverse conditions
resulted in a decrease in the demand for semiconductors and products using
semiconductors, and in a sharp reduction in the development of new
semiconductors and semiconductor designs. As a result, we experienced a
decrease in the demand for our wafer probe cards. If the economic conditions in
the United States and worldwide do not improve, or if they worsen from current
levels, we could experience material negative effects on our business.
We depend upon the sale of our wafer probe cards for substantially all of
our revenues, and a downturn in demand for our products could have a more
disproportionate impact on our revenues than if we derived revenues from a more
diversified product offering.
Historically, we have derived substantially all of our revenues from the
sale of our wafer probe cards. We anticipate that sales of our wafer probe
cards will represent a substantial majority of our revenues for the foreseeable
future. Our business depends in large part upon continued demand in current
markets for, and adoption in new markets of, current and future generations of
our wafer probe cards. Large-scale market adoption depends upon our ability to
increase customer awareness of the benefits of our wafer probe cards and to
prove their reliability, ability to increase yields and cost effectiveness. We
may be unable to sell our wafer probe cards to certain potential customers
unless those customers change their device test strategies, change their wafer
probe card and capital equipment buying strategies, or change or upgrade their
existing test equipment. We might not be able to sustain or increase our
revenues from sales of our wafer probe cards, particularly if the current
downturn in the semiconductor market continues or if the market enters into
another downturn in the future. Any decrease in revenues from sales of our
wafer probe cards could harm our business more than it would if we offered a
more diversified line of products.
If demand for our products in the memory device and microprocessor markets
declines or fails to grow as we anticipate, our revenues could decline.
We derive substantially all of our revenues from wafer probe cards that we
sell to manufacturers of memory devices and microprocessors. For fiscal 2002,
sales to manufacturers of DRAM devices accounted for 69.6% of our revenues,
sales to manufacturers of microprocessors accounted for 17.4% of our revenues,
and sales to manufacturers of flash memory devices accounted for 11.7% of our
revenues. Therefore, our success depends in part upon the continued acceptance
of our products within these markets and our ability to continue to develop and
introduce new products on a timely basis for these markets. For example, the
market might not accept an increasingly high parallelism wafer test solution.
A substantial portion of these semiconductor devices is sold to
manufacturers of personal computers and computer-related products. The personal
computer market has historically been characterized by significant fluctuations
in demand and continuous efforts to reduce costs, which in turn have affected
the demand for and price of DRAM devices and microprocessors. The personal
computer market might not grow in the future at historical rates or at all and
design activity in the personal computer market might decrease, which could
negatively affect our revenues and operating results.
The markets in which we participate are intensely competitive, and if we
do not compete effectively, our operating results could be harmed.
The wafer probe card market is highly competitive. With the introduction
of new technologies and market entrants, we expect competition to intensify in
the future. In the past, increased competition has resulted in price
reductions, reduced gross margins or loss of market share, and could do so in
the future. Competitors might introduce new competitive products for the same
markets that our products currently serve. These products may have better
performance, lower prices and broader
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acceptance than our products. In addition, for products such as wafer probe cards, semiconductor manufacturers
typically qualify more than one source, to avoid dependence on a single source
of supply. As a result, our customers will likely purchase products from our
competitors. Current and potential competitors include Cascade Microtech, Inc.,
ESJ Corporation, Feinmetall GmbH, Japan Electronic Materials Corporation,
Kulicke and Soffa Industries, Inc., Micronics Japan Co., Ltd., MicroProbe,
Inc., NanoNexus Inc., Phicom Corporation, Tokyo Cathode Laboratory Co., Ltd.
and Wentworth Laboratories, Inc., among others. Many of our current and potential
competitors have greater name recognition, larger customer bases, more
established customer relationships or greater financial, technical,
manufacturing, marketing and other resources than we do. As a result, they
might be able to respond more quickly to new or emerging technologies and
changes in customer requirements, devote greater resources to the development,
promotion, sale and support of their products, and reduce prices to increase
market share. Some of our competitors also supply other types of test
equipment, or offer both advanced wafer probe cards and needle probe cards.
Those competitors that offer both advanced wafer probe cards and needle probe
cards might have strong, existing relationships with our customers or with
potential customers. Because we do not offer a needle probe card or other
conventional technology wafer probe card for less advanced applications, it may
be difficult for us to introduce our advanced wafer probe cards to these
customers and potential customers for certain wafer test applications. It is
possible that existing or new competitors, including test equipment
manufacturers, may offer new technologies that reduce the value of our wafer
probe cards. The wafer probe card market has historically been fragmented with
many local suppliers serving individual customers. However, recent
consolidation has reduced the number of competitors. For example, in late 2000,
Kulicke and Soffa Industries, Inc. acquired Probe Technology Corporation and
Cerprobe Corporation. These and other combinations might result in a competitor
gaining a significant advantage over us by enabling it to expand its product
offerings and service capabilities to meet a broader range of customer needs.
We derive a substantial portion of our revenues from a small number of
customers, and our revenues could decline significantly if any major customer
cancels, reduces or delays a purchase of our products.
A relatively small number of customers has accounted for a significant
portion of our revenues in any particular period. In the three months ended
March 29, 2003, four customers accounted for 73.7% of our revenues. In fiscal
2002, four customers accounted for 77.2% of our revenues. Our ten largest
customers accounted for 98.9% of our revenues in the three months ended March
29, 2003, 97.4% of our revenues in fiscal 2002, and 97.8% in fiscal 2001. We
anticipate that sales of our products to a relatively small number of customers
will continue to account for a significant portion of our revenues. The
cancellation or deferral of even a small number of purchases of our products
could cause our revenues to decline in any particular quarter. A number of
factors could cause customers to cancel or defer orders, including
manufacturing delays, interruptions to our customers' operations due to fire,
natural disasters or other events or a downturn in the semiconductor industry.
Our agreements with our customers do not contain minimum purchase commitments,
and our customers could cease purchasing our products with short or no notice
to us or fail to pay all or part of an invoice. In some situations, our
customers might be able to cancel orders without a significant penalty. In
addition, the continuing trend toward consolidation in the semiconductor
industry, particularly among manufacturers of DRAMs, could reduce our customer
base and lead to lost or delayed sales and reduced demand for our wafer probe
cards. Industry consolidation also could result in pricing pressures as larger
DRAM manufacturers could have sufficient bargaining power to demand reduced
prices and favorable nonstandard terms. Additionally, certain customers may not
want to rely entirely or substantially on a single wafer probe card supplier
and, as a result, such customers could reduce their purchases of our wafer
probe cards.
If our relationships with our customers and companies that manufacture
semiconductor test equipment deteriorate, our product development activities
could be harmed.
The success of our product development efforts depends upon our ability to
anticipate market trends and to collaborate closely with our customers and with
companies that manufacture semiconductor test equipment. Our relationships with
these customers and companies provide us with access to valuable information
regarding manufacturing and process technology trends in the semiconductor
industry, which enables us to better plan our product development activities.
These relationships also provide us with opportunities to understand the
performance and functionality requirements of our customers, which improve our
ability to customize our products to fulfill their needs. Our relationships
with test equipment companies are important to us because test equipment
companies can design our wafer probe cards into their equipment and provide us
with the insight into their product plans that allows us to offer wafer probe
cards for use with their products when they are introduced to the market. Our
relationships with our customers and test equipment companies could deteriorate
if they:
•
become concerned about our ability to protect their intellectual
property;
•
develop their own solutions to address the need for testing
improvement;
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•
regard us as a competitor;
•
establish relationships with others in our industry; or
•
attempt to restrict our ability to enter into relationships with
their competitors.
Many of our customers and the test equipment companies we work with are
large companies. The consequences of deterioration in our relationship with any
of these companies could be exacerbated due to the significant influence these
companies can exert in our markets. If our current relationships with our
customers and test equipment companies deteriorate, or if we are unable to
develop similar collaborative relationships with important customers and test
equipment companies in the future, our long-term ability to produce
commercially successful products could be impaired.
Because we generally do not have a sufficient backlog of unfilled orders
to meet our quarterly revenue targets, revenues in any quarter are
substantially dependent upon customer orders received and fulfilled in that
quarter.
Our revenues are difficult to forecast because we generally do not have a
sufficient backlog of unfilled orders to meet our quarterly revenue targets at
the beginning of a quarter. Rather, a majority of our revenues in any quarter
depends upon customer orders for our wafer probe cards that we receive and
fulfill in that quarter. Because our expense levels are based in part on our
expectations as to future revenues and to a large extent are fixed in the short
term, we might be unable to adjust spending in time to compensate for any
unexpected shortfall in revenues. Accordingly, any significant shortfall of
revenues in relation to our expectations could hurt our operating results.
We rely upon a distributor for a substantial portion of our revenues, and
a disruption in our relationship with our distributor could have a negative
impact on our revenues.
We rely on Spirox Corporation, our distributor in Taiwan, Singapore and
China, for a substantial portion of our revenues. Sales to Spirox accounted for
20.9% of our revenues in fiscal 2002 and 10.0% of our revenues in the three
months ended March 29, 2003. Spirox also provides customer support. A reduction
in the sales or service efforts or financial viability of our distributor, or
deterioration in, or termination of, our relationship with our distributor
could harm our revenues, our operating results and our ability to support our
customers in the distributor's territory. In addition, establishing alternative
sales channels in the region could consume substantial time and resources,
decrease our revenues and increase our expenses.
If we do not continue to execute on our transition from indirect to direct
sales in Japan, we could lose customers.
Until March 31, 2002, we relied upon a distributor to sell our products in
Japan. For the three months ended March 29, 2003, we did not have any sales
through the distributor in Japan, and in fiscal 2002, our sales to our
distributor in Japan were 1.7% of our revenues. We intend to rely upon our
direct sales force and believe we have successfully transitioned to the direct
sales model. However, if we do not continue to execute effectively on the
direct sales model, we could lose customers and fail to obtain new customers in
Japan. Any difficulties as a result of this transition could hurt our
reputation and sales in Japan, which is an important market for us.
If our relationships with our independent sales representatives change,
our business could be harmed.
We currently rely on independent sales representatives to assist us in the
sale of our products in various geographic regions. If we make the business
decision to terminate or modify our relationships with one or more of our
independent sales representatives, or if an independent sales representative
decides to disengage from us, and we do not effectively and efficiently manage
such a change, we could lose sales to existing customers and fail to obtain new
customers.
If semiconductor manufacturers do not migrate elements of final test to
wafer probe test, market acceptance of other applications of our technology
could be delayed.
We intend to work with our customers to migrate elements of final test
from the device level to the wafer level. This migration will involve a change
in semiconductor test strategies from concentrating final test at the
individual device level to increasing the amount of test at the wafer level.
Semiconductor manufacturers typically take time to qualify new strategies that
affect their testing operations. As a result, general acceptance of wafer-level
final test might not occur in the near term or at all. In addition,
semiconductor manufacturers might not accept and use wafer-level final test in
a way that uses our
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technology. If the migration of elements of final test to wafer probe test
does not grow as we anticipate, or if semiconductor manufacturers do not adopt
our technology for their wafer probe test requirements, market acceptance of
other applications for our technology could be delayed.
Changes in test strategies, equipment and processes could cause us to lose
revenues.
The demand for wafer probe cards depends in large part upon the number of
semiconductor designs and the overall semiconductor unit volume. The time it
takes to test a wafer depends upon the number of devices being tested, the
complexity of these devices, the test software program and the test equipment
itself. As test programs become increasingly effective and test throughput
increases, the number of wafer probe cards required to test a given volume of
devices declines. Therefore, advances in the test process could cause us to
lose sales.
If semiconductor manufacturers implement chip designs that include
built-in self-test capabilities, or similar functions or methodologies that
increase test throughput, it could negatively impact our sales or the migration
of elements of final test to the wafer level. Additionally, if new chip designs
or types of chips are implemented that require less, or even no, test using
wafer probe cards, our revenues could be impacted. Further, if new chip designs
are implemented which we are unable to test, or which we are unable to test
efficiently and provide our customers with an acceptably low overall cost of
test, our revenues could be negatively impacted.
We incur significant research and development expenses in conjunction with
the introduction of new product platforms. Often, we time our product
introductions to the introduction of new test equipment platforms. Because our
customers require both test equipment and wafer probe cards, any delay or
disruption of the introduction of new test equipment platforms would negatively
affect our growth.
We manufacture all of our products at a single facility, and any
disruption in the operations of that facility could adversely impact our
business and operating results.
Our processes for manufacturing our wafer probe cards require
sophisticated and costly equipment and a specially designed facility, including
a semiconductor clean room. We manufacture all of our wafer probe cards at one
facility located in Livermore, California. Any disruption in the operation of
that facility, whether due to technical or labor difficulties, destruction or
damage from fire or earthquake, infrastructure failures such as power or water
shortage or any other reason, could interrupt our manufacturing operations,
impair critical systems, disrupt communications with our customers and
suppliers and cause us to write off inventory and to lose sales. In addition,
if the energy crises in California that resulted in disruptions in power supply
and increases in utility costs were to recur, we might experience power
interruptions and shortages, which could disrupt our manufacturing operations.
This could subject us to loss of revenues as well as significantly higher costs
of energy. Further, current and potential customers might not purchase our
products if they perceive our lack of an alternate manufacturing facility to be
a risk to their continuing source of supply.
The transition to our new manufacturing facilities could cause a decline
in our operating results.
We plan to move our manufacturing operations into a new facility in
Livermore in 2004. The costs of starting up our new manufacturing facility,
including capital costs such as equipment and fixed costs such as rent, will be
substantial. We might not be able to shift from our current production facility
to the new production facility efficiently or effectively. The transition will
require us to have both our existing and new manufacturing facilities
operational for several quarters. This will cause us to incur significant costs
due to redundancy of infrastructure at both sites. Furthermore, the
qualification of the new manufacturing facility will require us to use
materials and build product and product components that will not be sold to our
customers, causing higher than normal material spending. The transition might
also lead to manufacturing interruptions, which could mean delayed deliveries
or lost sales. Some or all of our customers could require a full qualification
of our new facility. Any qualification process could take longer than we
anticipate. Any difficulties with the transition or with bringing the new
manufacturing facility to full capacity and volume production could increase our costs, disrupt our
production process and cause delays in product delivery and lost sales.
If we are unable to manufacture our products efficiently, our operating
results could suffer.
We must continuously modify our manufacturing processes in an effort to improve
yields and product performance, lower our costs and reduce the time it takes us
to design and produce our products. We will incur significant start-up costs
associated with implementing new manufacturing technologies, methods and
processes and purchasing new equipment, which
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could negatively impact our gross
margin. We could experience manufacturing delays and inefficiencies as we
refine new manufacturing technologies, methods and processes, implement them in
volume production and qualify them with customers, which could cause our
operating results to decline. The risk of encountering delays or difficulties
increases as we manufacture more complex products. In addition, if demand for
our products increases, we will need to expand our operations to manufacture
sufficient quantities of products without increasing our production times or
our unit costs. As a result of such expansion, we could be required to purchase
new equipment, upgrade existing equipment, develop and implement new
manufacturing processes and hire additional technical personnel. Further, new
or expanded manufacturing facilities could be subject to qualification by our
customers. In the past, we have experienced difficulties in expanding our
operations to manufacture our products in volume on time and at acceptable
cost. Any difficulties in expanding our manufacturing operations could cause
product delivery delays and lost sales. If demand for our products decreases,
we could have excess manufacturing capacity. The fixed costs associated with
excess manufacturing capacity could cause our operating results to decline. If
we are unable to achieve further manufacturing efficiencies and cost
reductions, particularly if we are experiencing pricing pressures in the
marketplace, our operating results could suffer.
If we are unable to continue to reduce the time it takes for us to design
and produce a wafer probe card, our growth could be impeded.
Our customers continuously seek to reduce the time it takes them to
introduce new products to market. The cyclicality of the semiconductor
industry, coupled with changing demands for semiconductor devices, requires our
customers to be flexible and highly adaptable to changes in the volume and mix
of products they must produce. Each of those changes requires a new design and
each new design requires a new wafer probe card. For some existing
semiconductor devices, the manufacturers' volume and mix of product
requirements are such that we are unable to design, manufacture and ship
products to meet such manufacturers' relatively short cycle time requirements.
If we are unable to reduce the time it takes for us to design, manufacture and
ship our products in response to the needs of our customers, our competitive
position could be harmed. If we are unable to meet a customer's schedule for
wafer probe cards for a particular design, our customer might purchase wafer
probe cards from a competitor and we might lose sales.
We obtain some of the components and materials we use in our products from
a single or sole source or a limited group of suppliers, and the partial or
complete loss of one of these suppliers could cause production delays and a
substantial loss of revenues.
We obtain some of the components and materials used in our products, such
as printed circuit board assemblies, plating materials and ceramic substrates,
from a single or sole source or a limited group of suppliers. Alternative
sources are not currently available for sole source components and materials.
Because we rely on purchase orders rather than long-term contracts with the
majority of our suppliers, we cannot predict with certainty our ability to
obtain components and materials in the longer term. A sole or limited source
supplier could increase prices, which could lead to a decline in our gross
margin. Our dependence upon sole or limited source suppliers exposes us to
several other risks, including a potential inability to obtain an adequate
supply of materials, late deliveries and poor component quality. Disruption or
termination of the supply of components or materials could delay shipments of
our products, damage our customer relationships and reduce our revenues. For
example, if we were unable to obtain an adequate supply of a component or
material, we might have to use a substitute component or material, which could
require us to make changes in our manufacturing process. From time to time in
the past, we have experienced difficulties in receiving shipments from one or
more of our suppliers, especially during periods of high demand for our
products. If we cannot obtain an adequate supply of the components and
materials we require, or do not receive them in a timely manner, we might be
required to identify new suppliers. We might not be able to identify new
suppliers on a timely basis or at all. Our customers and we would also need to
qualify any new suppliers. The lead-time required to identify and qualify new
suppliers could affect our ability to timely ship our products
and cause our operating results to suffer. Further, a sole or limited
source supplier could require us to enter into non-cancelable purchase
commitments or pay in advance to ensure our source of supply. In an industry
downturn, commitments of this type could result in charges for excess inventory
of parts. If we are unable to predict our component and materials needs
accurately, or if our supply is disrupted, we might miss market opportunities
by not being able to meet the demand for our products.
Wafer probe cards that do not meet specifications or that contain defects
could damage our reputation, decrease market acceptance of our technology,
cause us to lose customers and revenues, and result in liability to us.
The complexity and ongoing development of our wafer probe card
manufacturing process, combined with increases in wafer probe card production
volumes, have in the past and could in the future lead to design or
manufacturing problems. For example, the presence of contaminants in our
plating baths has caused a decrease in our manufacturing yields or has resulted
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in unanticipated stress-related failures when our wafer probe cards are being
used in the manufacturing test environment. Manufacturing design errors such as
the miswiring of a wafer probe card or the incorrect placement of probe contact
elements have caused us to repeat manufacturing design steps. In addition to
these examples, problems might result from a number of factors, including
design defects, materials failures, contamination in the manufacturing
environment, impurities in the materials used, unknown sensitivities to process
conditions, such as temperature and humidity, and equipment failures. As a
result, our products have in the past contained and might in the future contain
undetected errors or defects. Any errors or defects could:
•
cause lower than anticipated yields and lengthening of delivery
schedules;
•
cause delays in product shipments;
•
cause delays in new product introductions;
•
cause us to incur warranty expenses;
•
result in increased costs and diversion of development
resources;
•
cause us to incur increased charges due to unusable inventory;
•
require design modifications; or
•
decrease market acceptance or customer satisfaction with these
products.
The occurrence of any one or more of these events could hurt our operating
results.
In addition, if any of our products fails to meet specifications or has
reliability, quality or compatibility problems, our reputation could be damaged
significantly and customers might be reluctant to buy our products, which could
result in a decline in revenues, an increase in product returns or warranty
costs and the loss of existing customers or the failure to attract new
customers. Our customers use our products with test equipment and software in
their manufacturing facilities. Our products must be compatible with the
customers' equipment and software to form an integrated system. If the system
does not function properly, we could be required to provide field application
engineers to locate the problem, which can take time and resources. If the
problem relates to our wafer probe cards, we might have to invest significant
capital, manufacturing capacity and other resources to correct it. Our current
or potential customers also might seek to recover from us any losses resulting
from defects or failures in our products. Liability claims could require us to
spend significant time and money in litigation or to pay significant damages.
If we fail to forecast demand for our products accurately, we could incur
inventory losses.
Each semiconductor chip design requires a custom wafer probe card. Because
our products are design-specific, demand for our products is difficult to
forecast. Due to our customers' short delivery time requirements, we often
design, and at times produce, our products in anticipation of demand for our
products rather than in response to an order. Due to the uncertainty inherent
in forecasts, we are and expect to continue to be subject to inventory risk. If
we do not obtain orders as
we anticipate, we could have excess inventory for a specific customer
design that we would not be able to sell to any other customer, which would
likely result in inventory write-offs.
If we fail to effectively manage our regional service centers, our
business might be harmed.
In 2002, we opened a regional repair and service center in Seoul, South
Korea, and in 2003, we opened a regional repair and service center in Dresden,
Germany. These regional service centers are part of our strategy to, among
other things, provide our customers with more efficient service and repair of
our wafer probe cards. If we are unable to effectively manage our regional
service centers, or if the work undertaken in the regional service centers is
not equivalent to the level and quality provided by repairs and services
performed by our North American repair and service operations, which are part
of our manufacturing facility in Livermore, California, we could incur higher
wafer probe card repair and service costs, which could harm our operating
results.
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If we do not effectively manage changes in our business, these changes
could place a significant strain on our management and operations and, as a
result, our business might not succeed.
Our ability to grow successfully requires an effective planning and
management process. We plan to increase the scope of our operations and the
size of our direct sales force domestically and internationally. For example,
we have leased a new facility in Livermore, California and plan to move our
corporate headquarters and manufacturing operations into this facility in 2004.
Our growth could place a significant strain on our management systems,
infrastructure and other resources. To manage our growth effectively, we must
invest the necessary capital and continue to improve and expand our systems and
infrastructure in a timely and efficient manner. Those resources might not be
available when we need them, which would limit our growth. Our officers have
limited experience in managing large or rapidly growing businesses. In
addition, the majority of our management has no experience in managing a public
company or communicating with securities analysts and public company investors.
Our controls, systems and procedures might not be adequate to support a growing
public company. If our management fails to respond effectively to changes in
our business, our business might not succeed.
If we fail to attract and retain qualified personnel, our business might
be harmed.
Our future success depends largely upon the continued service of our key
management, technical, and sales and marketing personnel, and on our continued
ability to hire, integrate and retain qualified individuals, particularly
engineers and sales and marketing personnel in order to increase market
awareness of our products and to increase revenues. For example, in the future,
we might need technical personnel experienced in competencies that we do not
currently have or require. Competition for these employees may be intense, and
we might not be successful in attracting or retaining these personnel. The loss
of any key employee, the failure of any key employee to perform in his or her
current position or our inability to attract and retain skilled employees as
needed could impair our ability to meet customer and technological demands. All
of our key personnel in the United States are employees at-will. We have no
employment contracts with any of our personnel in the United States.
We may make acquisitions, which could put a strain on our resources, cause
ownership dilution to our stockholders and adversely affect our financial
results.
While we have made no acquisitions of businesses, products or technologies
in the past, we may make acquisitions of complementary businesses, products or
technologies in the future. Integrating newly acquired businesses, products or
technologies into our company could put a strain on our resources, could be
expensive and time consuming, and might not be successful. Future acquisitions
could divert our management's attention from other business concerns and expose
our business to unforeseen liabilities or risks associated with entering new
markets. In addition, we might lose key employees while integrating new
organizations. Consequently, we might not be successful in integrating any
acquired businesses, products or technologies, and might not achieve
anticipated revenues and cost benefits. In addition, future acquisitions could
result in customer dissatisfaction, performance problems with an acquired
company, potentially dilutive issuances of equity securities or the incurrence
of debt, contingent liabilities, possible impairment charges related to
goodwill or other intangible assets or other unanticipated events or
circumstances, any of which could harm our business.
As part of our sales process, we could incur substantial sales and
engineering expenses that do not result in revenues, which would harm our
operating results.
Our customers generally expend significant efforts evaluating and
qualifying our products prior to placing an order. The time that our customers
require to evaluate and qualify our wafer probe cards is typically between
three and 12 months and sometimes longer. While our customers are evaluating
our products, we might incur substantial sales, marketing, and research and
development expenses. For example, we typically expend significant resources
educating our prospective customers regarding the uses and benefits of our
wafer probe cards and developing wafer probe cards customized to the potential
customer's needs, for which we might not be reimbursed. Although we commit
substantial resources to our sales efforts, we might never receive any revenues
from a customer. For example, many semiconductor designs never reach
production, including designs for which we have expended design effort and
expense. In addition, prospective customers might decide not to use our wafer
probe cards. The length of time that it takes for the evaluation process and
for us to make a sale depends upon many factors including:
•
the efforts of our sales force and our distributor and
independent sales representatives;
•
the complexity of the customer's fabrication processes;
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•
the internal technical capabilities of the customer; and
•
the customer's budgetary constraints and, in particular, the
customer's ability to devote resources to the evaluation process.
In addition, product purchases are frequently subject to delays,
particularly with respect to large customers for which our products may
represent a small percentage of their overall purchases. As a result, our sales
cycles are unpredictable. If we incur substantial sales and engineering
expenses without generating revenues, our operating results could be harmed.
From time to time, we might be subject to claims of infringement of other
parties' proprietary rights, or to claims that our intellectual property rights
are invalid or unenforceable, which could result in significant expense and
loss of intellectual property rights.
In the future, we might receive claims that we are infringing intellectual
property rights of others, or claims that our patents or other intellectual
property rights are invalid or unenforceable. We have received in the past, and
may receive in the future, communications from third parties inquiring about
our interest in licensing certain of their intellectual property or more
generally identifying intellectual property that may be of interest to us. For
example, we received such a communication from Microelectronics and Computer
Technology Corporation in October 2001, with a follow-up letter in January
2002, inquiring about our interest in acquiring a license to certain of their
patents and technology, and from IBM Corporation in February 2002 inquiring
about our interest in acquiring a license to IBM patents and technology related
to high density integrated probes. In August 2002, subsequent to our initiating
correspondence with Japan Electronic Materials Corporation regarding the scope
of our intellectual property rights and the potential applicability of those
rights to certain of its wafer probe cards, Japan Electronic Materials
Corporation offered that precedent technologies exist as to one of our foreign
patents that we had identified, and also referenced a U.S. patent in which it
stated we might take interest. For the inquiries we have received to date, we
do not believe we infringe any of the identified patents and technology. The
semiconductor industry is characterized by uncertain and conflicting
intellectual property claims and vigorous protection and pursuit of these
rights. The resolution of any claims of this nature, with or without merit,
could be time consuming, result in costly litigation or cause product shipment
delays. In the event of an adverse ruling, we might be required to pay
substantial damages, cease the use or sale of infringing products, spend
significant resources to develop non-infringing technology, discontinue the use
of certain technology or enter into license agreements. License agreements, if
required, might not be available on terms acceptable to us or at all. The loss
of access to any of our intellectual property or the ability to use any of our
technology could harm our business.
If we fail to protect our proprietary rights, our competitors might gain
access to our technology, which could adversely affect our ability to compete
successfully in our markets and harm our operating results.
If we fail to protect our proprietary rights adequately, our competitors
might gain access to our technology. Unauthorized parties might attempt to copy
aspects of our products or to obtain and use information that we regard as
proprietary. Others might independently develop similar or competing
technologies or methods or design around our patents. In addition, the laws of
many foreign countries in which we or our customers do business do not protect
our intellectual property rights to the same extent as the laws of the United
States. As a result, our competitors might offer similar products and we might
not be able to compete successfully. We also cannot assure that:
•
our means of protecting our proprietary rights will be adequate;
•
patents will be issued from our currently pending or future applications;
•
our existing patents or any new patents will be sufficient in scope
or strength to provide any meaningful protection or commercial advantage
to us;
•
any patent, trademark or other intellectual property right that we
own will not be invalidated, circumvented or challenged in the United
States or foreign countries; or
•
others will not misappropriate our proprietary technologies or
independently develop similar technology, duplicate our products or
design around any patent or other intellectual property rights that we
own.
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We might be required to spend significant resources to monitor and protect
our intellectual property rights. We may initiate claims or litigation against
third parties for infringement of our proprietary rights or to establish the
validity of our proprietary rights. Any litigation, whether or not it is
resolved in our favor, could result in significant expense to us and divert the
efforts of our technical and management personnel. In addition, many of our
customer contracts contain provisions that require us to indemnify our
customers for third party intellectual property infringement claims, which
would increase the cost to us of an adverse ruling in such a claim. An adverse
determination could also prevent us from licensing our technologies and methods
to others.
Our failure to comply with environmental laws and regulations could
subject us to significant fines and liabilities, and new laws and regulations
or changes in regulatory interpretation or enforcement could make compliance
more difficult and costly.
We are subject to various and frequently changing U.S. federal, state and
local, and foreign governmental laws and regulations relating to the protection
of the environment, including those governing the discharge of pollutants into
the air and water, the management and disposal of hazardous substances and
wastes, the cleanup of contaminated sites and the maintenance of a safe
workplace. We could incur substantial costs, including cleanup costs, civil or
criminal fines or sanctions and third-party claims for property damage or
personal injury, as a result of violations of or liabilities under
environmental laws and regulations or non-compliance with the environmental
permits required at our facilities. For instance, in May 2003, we received a
Notice of Violation from the Bay Area Air Quality Management District regarding
our record keeping relating to our usage of wipe cleaning solvent. Although we
introduced corrective action to prevent any continued or recurrent record
keeping violation, we may still be subject to a substantial penalty based upon
the unresolved Notice of Violation or required to take further action. Final
resolution of this Notice of Violation could harm our operating results.
These laws, regulations and permits also could require the installation of
costly pollution control equipment or operational changes to limit pollution
emissions or decrease the likelihood of accidental releases of hazardous
substances. In addition, new laws and regulations, stricter enforcement of
existing laws and regulations, the discovery of previously unknown
contamination at our or others' sites or the imposition of new cleanup
requirements could require us to curtail our operations, restrict our future
expansion, subject us to liability and cause us to incur future costs that
would have a negative effect on our operating results and cash flow.
Because we conduct some of our business internationally, we are subject to
operational, economic, financial and political risks abroad.
Sales of our products to customers outside the United States have
accounted for an important part of our revenues. Our international sales as a
percentage of our revenues were 47.6% for the three months ended March 29, 2003
and 44.4% for fiscal 2002. In the future, we expect international sales,
particularly into Europe, Japan, South Korea and Taiwan, to continue to account
for a significant percentage of our revenues. Accordingly, we will be subject
to risks and challenges that we would not otherwise face if we conducted our
business only in the United States. These risks and challenges include:
•
compliance with a wide variety of foreign laws and regulations;
•
legal uncertainties regarding taxes, tariffs, quotas, export
controls, export licenses and other trade barriers;
•
political and economic instability in, or foreign conflicts that
involve or affect, the countries of our customers;
•
difficulties in collecting accounts receivable and longer
accounts receivable payment cycles;
•
difficulties in staffing and managing personnel, distributors
and representatives;
•
reduced protection for intellectual property rights in some
countries;
•
currency exchange rate fluctuations, which could affect the value of
our assets denominated in local currency, as well as the price of our
products relative to locally produced products;
•
seasonal fluctuations in purchasing patterns in other countries;
and
•
fluctuations in freight rates and transportation disruptions.
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Any of these factors could harm our existing international operations and
business or impair our ability to continue expanding into international
markets.
The recent outbreak of SARS in the Asia-Pacific region and its continued
spread could harm sales of our products.
The recent outbreak of severe acute respiratory syndrome, or SARS, that
began in China, Hong Kong, Singapore and Vietnam may have a negative impact on
our business, although we do not have any employees located in any of those
countries. Our business may be impacted by a number of SARS-related factors,
including, but not limited to, disruptions in the operations of our customers
and their partners, reduced sales in certain end-markets, such as DRAM devices,
and increased costs to conduct our business abroad. If the number of cases of
SARS continues to rise or spread to other areas, including the United States,
our sales could potentially be harmed.
We might require additional capital to support business growth, and such
capital might not be available.
We intend to continue to make investments to support business growth and
may require additional funds to respond to business challenges, which include
the need to develop new products or enhance existing products, enhance our
operating infrastructure and acquire complementary businesses and technologies.
Accordingly, we may need to engage in equity or debt financing to secure
additional funds. Equity and debt financing, however, might not be available
when needed or, if available, might not be available on terms satisfactory to
us. If we are unable to obtain adequate financing or financing on terms
satisfactory to us, our ability to continue to support our business growth and
to respond to business challenges could be significantly limited.
Our reported financial results may be adversely affected by changes in
accounting principles generally accepted in the United States.
We prepare our financial statements in conformity with accounting
principles generally accepted in the United States. These accounting principles
are subject to interpretation by the Financial Accounting Standards Board, the
American Institute of Certified Public Accountants, the Securities and Exchange
Commission and various bodies formed to interpret and create appropriate
accounting principles. A change in these principles or interpretations could
have a significant effect on our reported financial results, and could affect
the reporting of transactions completed before the announcement of a change.
Recently enacted and proposed changes in securities laws and regulations
are likely to increase our costs.
The Sarbanes-Oxley Act of 2002 that became law in July 2002, as well as
new rules subsequently implemented by the Securities and Exchange Commission,
have required changes in some of our corporate governance practices. The Act
also requires the Securities and Exchange Commission to promulgate additional
new rules on a variety of subjects. In addition to
final rules and rule proposals already made by the Securities and Exchange
Commission, Nasdaq has proposed revisions to its requirements for companies
that are Nasdaq-listed. We expect these new rules and regulations to increase
our legal and financial compliance costs, and to make some activities more
difficult, time consuming and/or costly. We also expect these new rules and
regulations to make it more difficult and more expensive for us to obtain
director and officer liability insurance, and we may be required to accept
reduced coverage or incur substantially higher costs to obtain coverage. These
new rules and regulations could also make it more difficult for us to attract
and retain qualified members of our board of directors, particularly to serve
on our audit committee, and qualified executive officers.
Risks Related to this Offering
The trading price of our common stock may be volatile, and you might not
be able to sell your shares at or above the price that you purchase them for.
The trading prices of the securities of technology companies have been
highly volatile. Accordingly, the trading price of our common stock may be
subject to wide fluctuations. Further, our securities have a limited prior
trading history. Factors affecting the trading price of our common stock
include:
•
variations in our operating results;
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•
announcements of technological innovations, new products or product
enhancements, strategic alliances or significant agreements by us or by
our competitors;
•
recruitment or departure of key personnel;
•
the gain or loss of significant orders or customers;
•
changes in the estimates of our operating results or changes in
recommendations by any securities analysts that elect to follow our
common stock; and
•
market conditions in our industry, the industries of our customers
and the economy as a whole.
In addition, if the market for technology stocks or the stock market in
general experiences continued or greater loss of investor confidence, the
trading price of our common stock could decline for reasons unrelated to our
business, operating results or financial condition. The trading price of our
common stock also might decline in reaction to events that affect other
companies in our industry even if these events do not directly affect us.
If securities analysts do not publish research or reports about our
business, our stock price could decline.
The trading market for our common stock will rely in part on the research
and reports that industry or financial analysts publish about us or our
business. We do not control these analysts. If one or more of the analysts who
cover us downgrade our stock, our stock price would likely decline rapidly. If
one or more of these analysts cease coverage of our company, we could lose
visibility in the market, which in turn could cause our stock price to decline.
The concentration of our capital stock ownership with insiders will likely
limit your ability to influence corporate matters.
We anticipate that our executive officers, directors, current 5% or
greater stockholders and entities affiliated with any of them will together
beneficially own approximately 57.1% of our common stock outstanding after our
initial public offering, assuming no exercise of the
underwriters' over-allotment option in our initial public
offering. As a result, these stockholders, acting together, will
have significant influence over all matters that require approval by our
stockholders, including the election of directors and approval of significant
corporate transactions. As a result, corporate actions might be taken even if
other stockholders, including those who purchase shares offered by this
prospectus, oppose them. This concentration of ownership might also have the
effect of delaying or preventing a change of control of our company that other
stockholders may view as beneficial.
Future sales of shares by existing stockholders could cause our stock price to
decline.
If our existing stockholders sell, or indicate an intention to sell,
substantial amounts of our common stock in the public market after the 180-day
contractual lock-up entered into by our stockholders in connection with our
initial public offering and other legal restrictions on resale lapse, the
trading price of our common stock could decline. For example, if at the end of
the 180-day lock-up period, existing stockholders sell substantial amounts of
our common stock, the trading price of our common stock could decline
significantly. Based on shares outstanding as of May 31, 2003, upon completion
of our initial public offering, we will have outstanding
approximately 33,295,272
shares of common stock, assuming no exercise of the underwriters'
over-allotment option in our initial public offering. Of these shares, only
shares of common stock sold in our initial public offering are freely tradable,
without restriction, in the public market, except that the shares of common
stock sold in our initial public offering that are purchased through the
directed share program, which is available only to our employees, will also be
subject to the 180-day lock-up period. Further, any shares of common stock
purchased by any of our employees who are deemed to be our affiliates through
the directed share program, in addition to being subject to the 180-day lock-up
agreement, will also be tradable only under the provisions of Rule 144 under
the Securities Act. Morgan Stanley & Co. Incorporated, one of the
representatives of the underwriters in our initial public offering, may, in its
sole discretion, permit our officers, directors, employees and current
stockholders to sell shares prior to the expiration of the lock-up agreements.
After the lock-up agreements pertaining to our initial public offering
expire 180 days from the date of the prospectus for our initial public
offering, an additional 27,295,272 shares will be eligible for sale in the public
market. 18,116,110 of these shares are held by directors, executive officers and
other affiliates and will be subject to volume limitations under Rule 144 of
the Securities Act and various vesting agreements. In addition, the 118,227
shares subject to outstanding warrants and the
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10,885,386 shares subject to
outstanding options and reserved for future issuance under our stock option and
purchase plans will become eligible for sale in the public market to the extent
permitted by the provisions of various vesting agreements, the lock-up
agreements and Rules 144 and 701 under the Securities Act. If these additional
shares are sold, or if it is perceived that they will be sold, in the public
market, the trading price of our common stock could decline.
Provisions of our certificate of incorporation and bylaws or Delaware law
might discourage, delay or prevent a change of control of our company or
changes in our management and, therefore, depress the trading price of our
common stock.
Delaware corporate law and our certificate of incorporation and bylaws
contain provisions that could discourage, delay or prevent a change in control
of our company or changes in our management that the stockholders of our
company may deem advantageous. These provisions:
•
establish a classified board of directors so that not all members of
our board are elected at one time;
•
provide that directors may only be removed "for cause" and only with
the approval of 66 2/3% of our stockholders;
•
require super-majority voting to amend some provisions in our
certificate of incorporation and bylaws;
•
authorize the issuance of "blank check" preferred stock that our
board could issue to increase the number of outstanding shares and to
discourage a takeover attempt;
•
limit the ability of our stockholders to call special meetings of
stockholders;
•
prohibit stockholder action by written consent, which requires all
stockholder actions to be taken at a meeting of our stockholders;
•
provide that the board of directors is expressly authorized to make,
alter or repeal our bylaws; and
•
establish advance notice requirements for nominations for election to
our board or for proposing matters that can be acted upon by
stockholders at stockholder meetings.
In addition, Section 203 of the Delaware General Corporation Law may
discourage, delay or prevent a change in control of our company
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We have made statements in this prospectus that are forward-looking
statements. In some cases, you can identify these statements by forward-looking
words such as "may," "might," "will," "could," "should," "expect," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue," the
negative or plural of these words and other comparable terminology. These
forward-looking statements, which are subject to risks, uncertainties and
assumptions about us, include, among other things, our anticipated growth
strategies and anticipated trends in our business and the markets in which we
operate. These statements are only predictions based on our current
expectations and projections about future events. Although we believe the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause our actual results,
levels of activity, performance or achievements to differ materially from those
expressed or implied by the forward-looking statements, including those factors
discussed under the caption entitled "Risk Factors." You should specifically
consider the numerous risks outlined under "Risk Factors."
You should read this prospectus and the documents that we reference and
incorporate by reference in this prospectus and have filed as exhibits to the
registration statement on Form S-8, of which this prospectus is a part, that we
have filed with the Securities and Exchange Commission, completely and with the
understanding that our actual future results, levels of activity, performance
and achievements may be materially different from what we expect. We qualify
all of our forward-looking statements by these cautionary statements.
The forward-looking
statements are accurate only as of the date of this prospectus, regardless of
the time of delivery of this prospectus or of any sale of common stock under
this prospectus.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the common stock
by the selling stockholders under this prospectus.
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SELLING STOCKHOLDERS
The following table presents the name of each selling stockholder and the
number of shares of common stock that each selling stockholder may offer and
sell from time to time under this prospectus. In addition, the footnotes to
the following table present the nature of any position, office or other
material relationship that each selling stockholder has, or within the past
three years has had, with us or any of our affiliates. The selling
stockholders include the persons named below, any transferee, pledgee or donee
of any selling stockholder or its successor.
The shares of common stock that may be offered and sold under this
prospectus were acquired by the selling stockholders upon the exercise of stock
options under our management incentive option plan. The selling stockholders
may from time to time offer and sell all or some of their shares under this
prospectus. Because the selling stockholders are not obligated to sell their
shares and because they may acquire publicly traded shares of common stock, we
are unable to determine the actual number of shares that will be sold by any
selling stockholder or that will be held by the selling stockholder after
completion of the sales or when or if such sales will occur. We prepared the
following table based upon information as of May 31, 2003. Information about
the selling stockholders may change over time. The following table assumes
that the selling stockholders will sell all of the shares offered by them in
this offering. This table also assumes that the selling stockholders do not
acquire any other shares of our common stock pending the offering. We may
amend or supplement this prospectus to update the information in the following
table.
The percentage of beneficial ownership for the following table is based on
33,295,272 shares of our common stock outstanding after our
initial public offering. This number is based upon
5,660,638 shares sold in our initial public offering, assuming no exercise of
the underwriters' over-allotment option, and 27,634,634 shares outstanding as of
May 31, 2003, including the automatic conversion of all outstanding shares of
our preferred stock into common stock upon the closing of our initial public
offering.
Beneficial ownership is determined in accordance with the rules and
regulations of the Securities and Exchange Commission and does not necessarily
indicate beneficial ownership for any other purpose. Under these rules,
beneficial ownership includes those shares of our common stock over which the
stockholder has sole or shared voting or investment power. It also includes
shares of our common stock that the stockholder has a right to acquire within
60 days of May 31, 2003 through the exercise of any option, warrant or other
right, and restricted shares of our common stock, which are subject to a
lapsing right of repurchase at their initial purchase price, purchased by some
of our officers who exercised immediately exercisable options. The percentage
ownership of the outstanding common stock, however, is based on the assumption,
expressly required by the rules and regulations of the Securities and Exchange
Commission, that only the person or entity whose ownership is being reported
has converted options or warrants into shares of our common stock.
To our knowledge, except under community property laws or as otherwise
noted, the persons named in the table have sole voting and sole investment
power with respect to all shares beneficially owned. Unless otherwise
indicated, each selling stockholder listed below maintains a mailing address of
c/o FormFactor, Inc., 2140 Research Drive, Livermore, California 94550.
Shares
Beneficially
Shares Beneficially Owned
Owned
After Offering
Before
Shares
Name of Beneficial Owner
Offering
Being Offered
Number
Percentage
Dr. Igor Y. Khandros (1)
6,100,000
100,000
6,000,000
18.0
%
Jens Meyerhoff (2)
494,985
17,148
477,837
1.4
Stuart
L. Merkadeau (3)
198,322
5,303
193,019
*
*
Represents beneficial ownership of less than 1%.
(1)
Assumes that Dr. Khandros sold 104,228 shares of our common stock in our
initial public offering. Includes 2,500,000 shares held by Susan Bloch,
Dr. Khandros' spouse, 500,000 shares held by The Khandros 1997 Trust I
U/T/A dated March 28, 1997 and 500,000 shares held by The Khandros 1997
Trust II U/T/A dated March 28, 1997. Also includes 100,000 unvested
shares that are, as of May 31, 2003, subject to our lapsing right of
repurchase at the initial purchase price for these shares. Also
includes
104,228 vested shares issuable upon exercise of an option that is
exercisable within 60 days of May 31, 2003 that our board
of directors granted to Dr. Khandros effective upon the determination by
the pricing committee of our board of directors of the
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public offering price of our common stock in our initial public
offering. Dr. Khandros has served as our President and Chief Executive
Officer as well as a Director since April 1993. Dr. Khandros founded
FormFactor in April 1993.
(2)
Assumes that Mr. Meyerhoff sold 82,852 shares of our common stock in our
initial public offering. Includes 394,985 shares issuable upon exercise
of options that are exercisable within 60 days of May 31, 2003, of which
62,692 will be vested and 332,293 will be unvested. Also includes 82,852
vested shares issuable upon exercise of an option that is exercisable
within 60 days of May 31, 2003 that our board of
directors granted to Mr. Meyerhoff effective upon the determination by the
pricing committee of our board of directors of the public offering
price of our common stock in our initial public offering. Mr. Meyerhoff
has served as our Senior Vice President of Operations since January 2003
and as our Chief Financial Officer since August 2000. He served as a
Senior Vice President from August 2000 to January 2003, and as our
Secretary from April 2002 to October 2002. Prior to then, Mr. Meyerhoff
had no relationship with FormFactor.
(3)
Assumes that Mr. Merkadeau
sold 73,251 shares of our common stock in our initial public
offering. Includes 163,523 shares issuable upon exercise of
options that are exercisable
within 60 days of May 31, 2003, of which 21,818 will be
vested and 141,705 will be unvested. Also includes 5,303 unvested
shares that are, as of May 31, 2003, subject to our lapsing
right of repurchase at the initial purchase price for these shares.
Also includes 29,496 vested shares issuable upon exercise of an
option that is exercisable within 60 days of May 31, 2003
that our board of directors granted to Mr. Merkadeau effective
upon the determination by the pricing committee of our board of
directors of the public offering price of our common stock in our
initial public offering. Mr. Merkadeau has served as our Vice
President, General Counsel and Secretary since October 2002. From
July 2000 to October 2002, he served as our Vice President of
Intellectual Property. Prior to then, Mr. Merkadeau had no
relationship with FormFactor.
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PLAN OF DISTRIBUTION
The selling stockholders may offer and sell shares of common stock from
time to time with this prospectus. The selling stockholders may sell or
transfer the common stock covered by this prospectus only in the manner
described in this prospectus. If required, we will supplement this prospectus
or amend the registration statement of which this prospectus is a part to
provide information on a particular transaction. In addition, with our
consent, a selling stockholder's donees, pledgees, transferees or their
successors may use this prospectus to sell shares received from a selling
stockholder after the date of this prospectus.
The selling stockholders may from time to time sell shares directly to
purchasers. The selling stockholders may transfer, devise or gift shares by
other means. The selling stockholders may also resell all or a portion of
their shares in open market transactions in reliance upon available exemptions
under the Securities Act, such as Rule 144, provided they meet the criteria and
conform to the requirements of one of these exemptions.
The selling stockholders may from time to time sell shares to or through
broker-dealers, who may act as agents or principals. Broker-dealers engaged by
the selling stockholders may arrange for other broker-dealers to participate in
selling shares. Broker-dealers may receive compensation in the form of
commissions, discounts or concessions from the selling stockholders in amounts
to be negotiated in connection with the sale. Broker-dealers may also receive
compensation in the form of discounts, concessions or commissions from the
purchasers of shares for whom the broker-dealers may act as agents or to whom
they sell as principal, or both. This compensation as to a particular
broker-dealer might exceed customary commissions.
The selling stockholders have advised us that they have not, as of the
date of this prospectus, entered into any agreements, understandings or
arrangements with any broker-dealers for the sale of shares, nor is there a
coordinating broker-dealer acting in connection with the proposed sale of
shares by the selling stockholders.
The selling stockholders and any participating broker-dealers or agents
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with sales of shares covered by this prospectus. Any commission,
discount or concession received by a broker-dealer and any profit on the resale
of shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act. Because
selling stockholders may be deemed to be underwriters within the meaning of the
Securities Act, the selling stockholders may be subject to the prospectus
delivery requirements of the Securities Act.
The selling stockholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. Sales may be made
over the Nasdaq National Market or otherwise, at then prevailing market prices,
at prices related to prevailing market prices or at negotiated prices.
The shares may be sold according to one or more of the following methods:
•
a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
•
purchases by a broker or dealer as principal and resale by the
broker or dealer for its account as allowed under this prospectus;
•
ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
•
pledges of shares to a broker-dealer or other person, who may, in
the event of default, purchase or sell the pledged shares; and
•
face-to-face transactions between sellers and purchasers without
a broker-dealer.
In addition, the selling stockholders may enter into option, derivative or
hedging transactions with respect to the shares, and any related offers or
sales of shares may be made under this prospectus. For example, the selling
stockholders may:
•
enter into transactions involving short sales of the shares by
broker-dealers in the course of hedging the positions they assume with
selling stockholders;
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•
sell shares short themselves and deliver the shares registered
hereby to settle such short sales or to close out stock loans incurred
in connection with their short positions;
•
write call options, put options or other derivative instruments
(including exchange-traded options or privately negotiated options)
with respect to the shares, or which they settle through delivery of
the shares;
•
enter into option transactions or other types of transactions
that require the selling stockholder to deliver shares to a broker,
dealer or other financial institution, who may then resell or transfer
the shares under this prospectus; or
•
loan the shares to a broker, dealer or other financial
institution, who may sell the loaned shares.
These option, derivative and hedging transactions may require the delivery
to a broker-dealer or other financial institution of shares offered under this
prospectus, and that broker-dealer or other financial institution may resell
those shares under this prospectus.
In order to comply with certain states' securities laws, if applicable,
the shares will be sold in jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the shares may not be sold
unless the shares have been registered or qualified for sale in that state or
an exemption from registration or qualification is available and is complied
with.
The selling stockholders may indemnify broker-dealers that participate in
transactions involving sales of the shares against specific liabilities,
including liabilities arising under the Securities Act and/or Exchange Act.
We are paying the expenses of registering the shares under the Securities
Act, including registration and filing fees, printing expenses, administrative
expenses and certain legal and accounting fees. If the shares are sold through
broker-dealers, the selling stockholders will be responsible for discounts,
commissions or other amounts payable to the broker-dealers as well as fees and
disbursements for legal counsel retained by any selling stockholder.
We may suspend the use of this prospectus if we learn of any event that
causes this prospectus to include an untrue statement of a material fact or to
omit to state a material fact required to be stated in the prospectus or
necessary to make the statements in the prospectus not misleading in the light
of the circumstances then existing. If this type of event occurs, a prospectus
supplement or post-effective amendment, if required, will be distributed to
each selling stockholder.
LEGAL MATTERS
Fenwick & West LLP, Palo Alto, California, will pass upon the validity of
the issuance of the shares of common stock offered by this prospectus. As of
the date of this prospectus, two investment entities affiliated with Fenwick &
West LLP beneficially owned an aggregate of 23,674 shares of our common stock.
EXPERTS
The consolidated financial statements of FormFactor as of December 29,
2001 and December 28, 2002, and for each of the three years in the period ended
December 28, 2002 incorporated in this prospectus by reference to the
registration statement on Form S-1/A (No. 333-86738) of FormFactor,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We incorporate by reference information into this prospectus, which means
that we disclose important information to you by referring you to another
document filed separately with the Securities and Exchange Commission. The
information incorporated by reference is deemed to be part of this prospectus, unless
it is superseded by information contained directly in this prospectus or in
another document we later file with the Securities and Exchange Commission.
These documents contain important information about us and our financial
condition. We are incorporating by reference into this prospectus the
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documents listed below and any filings we make with the Securities and Exchange
Commission under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this prospectus until the termination of this offering:
•
the prospectus filed on June 12, 2003 pursuant to Rule 424(b)
under the Securities Act, relating to the registration statement on
Form S-1 (File No. 333-86738), which contains the description of our
capital stock and our audited consolidated financial statements as of
December 29, 2001 and December 28, 2002, and for each of the three
years in the period ended December 28, 2002; and
•
the description of our common stock contained in our
Registration Statement on Form 8-A filed on June 6, 2003 under
Section 12(g) of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
This prospectus may contain information that updates, modifies or is
contrary to information in one or more of the documents incorporated by
reference in this prospectus. Reports that we file with the Securities and
Exchange Commission after the date of this prospectus may also contain
information that updates, modifies or is contrary to information in this
prospectus or in documents incorporated by reference in this prospectus. You
should review these reports as they may disclose a change in our business,
prospects, financial condition or other affairs after the date of this
prospectus.
We are subject to the informational requirements of the Exchange Act, and
accordingly, we file reports and other information with the Securities and
Exchange Commission. Reports, proxy statements and other information that we
file can be inspected and copied at the public reference facilities maintained
by the Securities and Exchange Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the Securities and
Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission
also maintains a World Wide Web site that contains reports, proxy statements
and other information that is filed electronically with the Securities and
Exchange Commission. This web site can be accessed at http://www.sec.gov.
We have filed with the Securities and Exchange Commission a registration
statement on Form S-8 under the Securities Act with respect to the common stock
offered under this prospectus. This prospectus does not contain all of the
information in the registration statement as allowed under the rules and
regulations of the Securities and Exchange Commission. You should refer to the
registration statement for further information with respect to us and our
common stock. Statements contained in this prospectus as to the contents of
any contract or other document are not necessarily complete and, in each
instance, we refer you to the copy of each contract or document filed as an
exhibit to or incorporated by reference in the registration statement.
You may request a copy of these filings at no cost, by writing or calling
us at the following address or telephone number:
FormFactor, Inc.
2140 Research Drive
Livermore, California 94550
(925) 456-3897
Attn: Investor Relations
Exhibits to the filings, however, will not be sent unless those exhibits
have specifically been incorporated by reference in this prospectus.
22
Table of Contents
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.
INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a)
The Registrant's prospectus filed on June 12, 2003 pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration statement on Form S-1
(File No. 333-86738), which contains the Registrant's audited
consolidated financial statements as of December 29, 2001 and
December 28, 2002, and for each of the three years in the period
ended December 28, 2002.
(b)
The description of the Registrant's common stock contained in
the Registrant's registration statement on Form 8-A filed on June 6,
2003 under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated into this registration statement by reference herein and
to be a part hereof from the date of the filing of such documents.
ITEM 4.
DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
As of the date of this registration statement, two investment entities
affiliated with Fenwick & West LLP beneficially owned an aggregate of 23,674
shares of the Registrant's common stock.
ITEM 6.
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers under certain circumstances and subject to certain limitations.
The terms of Section 145 of the Delaware General Corporation Law are
sufficiently broad to permit indemnification under certain circumstances for
liabilities, including reimbursement of expenses incurred, arising under the
Securities Act.
As permitted by the Delaware General Corporation Law, the Registrant's
certificate of incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as
a director, except for liability:
•
for any breach of the director's duty of loyalty to the
Registrant or its stockholders;
•
for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law;
•
under Section 174 of the Delaware General Corporation Law
regarding unlawful dividends and stock purchases; or
•
for any transaction from which the director derived an
improper personal benefit.
II-1
Table of Contents
As permitted by the Delaware General Corporation Law, the Registrant's
bylaws provide that:
•
the Registrant is required to indemnify its directors and
officers to the fullest extent permitted by the Delaware General
Corporation Law, subject to limited exceptions where
indemnification is not permitted by applicable law;
•
the Registrant is required to advance expenses, as
incurred, to its directors and officers in connection with a legal
proceeding to the fullest extent permitted by the Delaware General
Corporation Law, subject to certain limited exceptions; and
•
the rights conferred in the bylaws are not exclusive.
In addition, the Registrant has entered into indemnity agreements with
each of its current directors and officers. These agreements provide for the
indemnification of the Registrant's officers and directors for all expenses and
liabilities incurred in connection with any action or proceeding brought
against them by reason of the fact that they are or were agents of the
Registrant.
The Registrant has obtained directors' and officers' insurance to cover
its directors and officers for certain liabilities, including coverage for
public securities matters.
The indemnification provisions in the Registrant's certificate of
incorporation and bylaws and the indemnity agreements between the Registrant
and each of its directors and officers may be sufficiently broad to permit
indemnification of the Registrant's directors and officers for liabilities
arising under the Securities Act.
See also the undertakings set out in response to Item 9.
ITEM 7.
EXEMPTION FROM REGISTRATION CLAIMED.
The
Registrant had issued and sold an aggregate of 122,451 shares of
common stock to the selling stockholders upon exercise of options under the
Registrant's Management Incentive Option Plan with exercise prices ranging from
$5.50 to $6.00 per share. These shares may be reoffered or resold by the
selling stockholders pursuant to this registration statement. The issuances
and sales of the shares of common stock under the Registrant's Management
Incentive Option Plan were deemed to be exempt from registration under Section
4(2) of the Securities Act or Regulation D promulgated under the Securities Act
as transactions by an issuer not involving a public offering.
ITEM 8.
EXHIBITS.
(a)
The following exhibits are filed herewith or incorporated
herein by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-86738) (as amended from time to time, the "S-1
Registration Statement"):
Exhibit
Description
Incorporated by Reference
Form
Date
Number
3.01
Amended and Restated Certificate of Incorporation of
the Registrant as filed September 30, 2002.
S-1/A
12/18/02
3.01
3.02
Amended and Restated Certificate of Incorporation of
the Registrant to be filed upon the closing of the
offering covered by the S-1 Registration Statement.
S-1/A
5/28/02
3.02
3.03
Amended and Restated Bylaws of the Registrant, as
amended through March 14, 2002.
S-1
4/22/02
3.03
3.04
Amended and Restated Bylaws of the Registrant to be
effective upon the closing of the offering covered
by the S-1 Registration Statement.
S-1/A
5/28/02
3.04
4.01
Specimen Common Stock Certificate.
S-1/A
5/28/02
4.01
4.02
Sixth Amended and Restated Rights Agreement by and
among the Registrant and certain stockholders of the
Registrant dated July 13, 2001.
S-1
4/22/02
4.02
II-2
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Exhibit
Description
Incorporated by Reference
Form
Date
Number
4.03
Stockholders Agreement by and among the Registrant,
Dr. Igor Y. Khandros, Susan Bloch and Richard
Hoffman dated February 9, 1994.
S-1
4/22/02
4.03
4.04
Stockholders Agreement by and among the Registrant,
Dr. Igor Y. Khandros, Susan Bloch and Milton Ohring
dated April 11, 1994.
S-1
4/22/02
4.04
4.05
Stockholders Agreement by and among the Registrant,
Dr. Igor Y. Khandros, Susan Bloch and Benjamin
Eldridge dated August 12, 1994.
S-1
4/22/02
4.05
4.06
Stockholders Agreement by and among the Registrant,
Dr. Igor Y. Khandros, Susan Bloch and Charles
Baxley, P.C. dated September 8, 1994.
S-1
4/22/02
4.06
5.01*
Opinion of Fenwick & West LLP.
—
—
—
10.01
1995 Stock Plan and form of option grant.
S-1
4/22/02
10.02
10.02
1996 Stock Option Plan and form of option grant.
S-1
4/22/02
10.03
10.03
Incentive Option Plan and form of option grant.
S-1
4/22/02
10.04
10.04
Management Incentive Option Plan and form of option
grant.
S-1
4/22/02
10.05
10.05
2002 Equity Incentive Plan and forms of option grant.
S-1/A
6/10/03
10.06
10.06
2002 Employee Stock Purchase Plan.
S-1/A
6/10/03
10.07
10.07
Forms of promissory notes from executive officers to
the Registrant made in connection with the exercise
of options.
S-1
4/22/02
10.09
23.01*
Consent of Fenwick & West LLP (See Exhibit 5.01).
—
—
—
23.02*
Consent of independent accountants.
—
—
—
24.01*
Power of Attorney (See page II-5 of this
Registration Statement)
—
—
—
*
Filed herewith.
ITEM 9.
UNDERTAKINGS.
The Registrant hereby undertakes:
(1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a)
to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(b)
to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(c)
to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
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Table of Contents
(2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
(3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4)  That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial
bona fide
offering thereof.
(5)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions discussed in Item 6
hereof, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Livermore, State of California, on this
12
th
day of
June 2003.
FORMFACTOR, INC.
By:
/s/ JENS MEYERHOFF
Jens Meyerhoff
Chief Financial Officer and
Senior Vice President of Operations
POWER OF ATTORNEY
KNOW BY ALL PERSONS BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Dr. Igor Y. Khandros, Jens Meyerhoff and
Stuart L. Merkadeau and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this registration statement on Form S-8, and to
file the same, with all exhibits thereto and all documents in connection
therewith, making such changes to this registration statement as such
attorneys-in-fact and agents so acting deems appropriate, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done with respect to this registration
statement, including post-effective amendments, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Name
Title
Date
Principal Executive Officer:
/s/ DR. IGOR Y. KHANDROS
Dr. Igor Y. Khandros
President, Chief Executive Officer
and Director
June 12, 2003
Principal Financial Officer:
/s/ JENS MEYERHOFF
Jens Meyerhoff
Chief Financial Officer and
Senior Vice President of Operations
June 12, 2003
Principal Accounting Officer:
/s/ MICHAEL M. LUDWIG
Michael M. Ludwig
Vice President of Human Resources and
Finance, and Controller
June 12, 2003
Additional Directors:
/s/ JOSEPH R. BRONSON
Joseph R. Bronson
Director
June 12, 2003
/s/ DR. WILLIAM H. DAVIDOW
Dr. William H. Davidow
Director
June 12, 2003
/s/ G. CARL EVERETT, JR.
G. Carl Everett, Jr.
Director
June 12, 2003
/s/ JAMES A. PRESTRIDGE
James A. Prestridge
Director
June 12, 2003
II-5
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Exhibit Index
Exhibit
Exhibit
Number
Title
5.01
Opinion of Fenwick & West LLP.
23.01
Consent of Fenwick & West LLP (See Exhibit 5.01).
23.02
Consent of independent accountants.
24.01
Power of Attorney (See page II-5 of this Registration Statement).