Business Context and Reporting Period
This Form 8-K Current Report, dated August 29, 2005, details the reincorporation of TTM Technologies, Inc. from the State of Washington to the State of Delaware. The transaction was consummated on August 29, 2005, through a merger between TTM Technologies, Inc. (Washington) and its wholly owned subsidiary, TTM Technologies, Inc. (Delaware).
Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the corporate restructuring event.
Material Changes
- Corporate Jurisdiction: The registrant is now a Delaware corporation, and stockholder rights are determined under Delaware corporate law.
- Stock Conversion: Each outstanding share of TTM-Washington common stock was automatically converted into one share of TTM-Delaware common stock (par value $0.001).
- Stock Certificates: Existing certificates continue to represent the same number of shares of the new Delaware common stock.
- Options: All outstanding options to acquire TTM-Washington stock were converted into equivalent options for TTM-Delaware stock with unchanged exercise prices and terms.
- Leadership: Directors and officers of the Washington entity became the directors and officers of the Delaware entity.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, or management commentary regarding future performance. The primary contingency noted is the legal transition of the corporate entity, which was approved by shareholders at the 2005 annual meeting on August 25, 2005. The company's common stock continues to trade on the Nasdaq National Market under the ticker symbol "TTMI."
Key Facts for Investor Verification
- Verify that existing stock certificates remain valid and represent the same number of shares post-merger.
- Confirm that employee stock options retain their original exercise prices and terms under the new Delaware entity.
- Note that the governing law for the corporation has shifted from Washington to Delaware.
- Review the attached Certificate of Incorporation and Bylaws (Exhibits 3.1 and 3.2) for the definitive rights of security holders.