Business Context and Reporting Period
Company: TTM Technologies, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 28, 2010
Context: The filing reports the execution of a Special Security Agreement with the U.S. Department of Defense (DoD) to mitigate Foreign Ownership, Control, or Influence (FOCI) risks. This agreement is required to maintain facility security clearances for manufacturing defense items under the National Industrial Security Program (NISP).
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The report focuses exclusively on corporate governance and regulatory compliance matters.
Material Changes
- Special Security Agreement: On September 28, 2010, the Board approved and the company executed a Special Security Agreement with the DoD, Su Sih (BVI) Limited (a significant foreign minority owner), and Mr. Tang Hsiang Chien (beneficial owner of Su Sih).
- Bylaw Amendments: The Board amended the company's bylaws to align with the Special Security Agreement requirements.
Guidance, Outlook, and Governance Changes
The Special Security Agreement imposes specific governance restrictions to prevent unauthorized access to classified information:
- Board Composition: The Board must include at least three "Outside Directors" with strong national security qualifications and no prior relationship with the company, Su Sih, or Mr. Tang. Only one Board member may represent Su Sih, and that member is prohibited from accessing classified information or voting on classified programs.
- Director Removal: Outside Directors cannot be removed without prior notice and written approval from the U.S. Defense Security Service.
- Quorum Requirements: A majority of the Board, including at least one Outside Director, is required to take action.
- Security Committees: A Government Security Committee must be appointed, consisting of Outside Directors and company officers who are U.S. resident citizens with security clearances. Additionally, a Facility Security Officer and Technology Control Officer must be appointed.
Outlook: The company anticipates the DoD will sign the agreement in the near future, at which point it will become effective. The agreement will be filed with the SEC once effective.
Investor Verification Checklist
- Verify the effective date of the Special Security Agreement once signed by the DoD.
- Confirm the appointment of the required Outside Directors and the Government Security Committee.
- Review the full text of the Third Amended and Restated Bylaws (Exhibit 3.2) for detailed governance procedures.
- Monitor future filings for any updates regarding the status of the facility security clearance.