UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

________________________________________

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): May 28, 2013

 

LIQUIDMETAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware (State or other jurisdiction of incorporation)

001-31332 (Commission File Number)

33-0264467 (I.R.S. Employer Identification No.)

 

30452 Esperanza

Rancho Santa Margarita, California 92688

(Address of Principal Executive Offices; Zip Code)

 

Registrant’s telephone number, including area code: (949) 635-2100

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

□	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

□	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

□	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

 

□	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

LIQUIDMETAL TECHNOLOGIES, INC.

 

FORM 8-K

 

 

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

 

On May 28, 2013, the Board of Directors of Liquidmetal Technologies, Inc. (the “Company”) appointed Mr. Richard Sevcik as a member of the Company’s Board of Directors.

 

Mr. Sevcik, who is 65 years of age, currently serves as President of Sevcik Consulting, which he founded in 2006 and which provides consulting services to companies that provide semiconductor products and tools to their customers for consumer-oriented products such as smart phones, tablets, digital cameras and eBooks. Since 2010, Mr. Sevcik has also served on the board of directors of Alpha and Omega Semiconductor Limited, a publicly traded designer, developer and global supplier of a broad range of power semiconductors. Mr. Sevcik previously served on the board of directors of SiliconBlue Technologies from 2008 until its acquisition by Lattice Semiconductor in 2011. Mr. Sevcik received his B.S. in engineering physics from the University of Illinois and M.S. in electrical engineering from Northwestern University.

 

The Board of Directors has determined that Mr. Sevcik is an “independent director” as such term is defined by the rules of the NASDAQ Stock Market, Inc. and Rule 10A-3(b)(i) under the Securities Exchange Act of 1933. The Board of Directors believes that Mr. Sevcik’s extensive directorial, management and governance experiences and his understanding of the business operation and reporting of publicly traded technology companies, as well as his background in electrical engineering, bring significant management expertise, scientific knowledge and appropriate perspective to the Company’s Board of Directors.

 

In connection with Mr. Sevcik’s appointment to the Board of Directors, on May 28, 2013, the Company issued Mr. Sevcik options to purchase an aggregate of 270,000 shares, with an exercise price of $0.08 per share. The options will vest, and Mr. Sevcik may purchase the underlying shares, as follows: twenty percent (20%) of the options (which would entitle Mr. Sevcik to purchase an aggregate of 54,000 shares) will vest on May 28, 2014, with the remaining options then vesting over the next four years, in a series of forty-eight successive equal monthly installments upon completion of each month from the grant date, until May 28, 2018, at which time the options will have fully vested.

 

The grant of options to Mr. Sevcik was made pursuant to the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, including pursuant to Rule 506 thereunder (as Mr. Sevcik is an “accredited investor” under Rule 506 and the grant was made without any form of general solicitation and with full access to any information requested by Mr. Sevcik regarding the Company, the options or the common stock).

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information included in Item 5.02 of this Form 8-K is hereby incorporated by reference into this Item 3.02.

 

Item 7.01. Regulation FD Disclosure.

 

The Company has issued a press release, dated May 31, 2013, relating to the appointment of Richard Sevcik to the Company’s Board of Directors. The press release is attached to this Form 8-K as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)     Exhibits

 

The following exhibit is furnished herewith:

 

Exhibit
Number		Description
99.1		Press release dated May 31, 2013.

 

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 

 

	LIQUIDMETAL TECHNOLOGIES, INC.
	By:	/s/ Tony Chung
		Tony Chung Chief Financial Officer

 

Date: May 31, 2013

 

 

 

Exhibit 99.1

 

                                                                                         

News Release

 

FOR IMMEDIATE RELEASE

 

Company Contacts:
Otis Buchanan	Matt Glover or Michael Koehler
Media Relations	Investor Relations
Liquidmetal Technologies, Inc.	Liolios Group, Inc.
949-635-2120	949-574-3860
otis.buchanan@liquidmetal.com	LQMT@liolios.com

 

Liquidmetal Technologies Appoints Former Xilinx Senior Executive, Richard Sevcik, to its Board of Directors

 

Rancho Santa Margarita, Calif. – May 31, 2013 - Liquidmetal® Technologies, Inc. (LTI) (OTCQB: LQMT), the leading developer of amorphous alloys and composites, has appointed high-tech industry veteran and noted business success author, Richard Sevcik, to its board of directors, increasing the number of independent directors to four out of seven serving in total.

 

“Richard brings more than 40 years of management and high-tech development experience to our board of directors, as well as significant experience in corporate governance,” said Tom Steipp, president and CEO of Liquidmetal Technologies. “He has a very strong background of operational excellence coupled with significant experience on both public and private company boards.”

 

Sevcik is currently president of Sevcik Consulting, which since 2006 has provided consulting services to leading semiconductor companies. He currently serves on the board of directors of Alpha Omega Semiconductors, a NASDAQ-listed leader in the power semiconductor market. He previously served on the board of directors at SiliconBlue Technologies from 2008 until its acquisition by Lattice Semiconductor in 2011. Prior to SiliconBlue, Sevcik served as executive vice president and board member at Xilinx, a billion dollar supplier of programmable logic devices, where he was instrumental in driving the company’s quarterly revenue from $135 million to more than $470 million.

 

Sevcik has also held various management positions at Hewlett Packard ranging, from general manager of HP’s business computing client server systems, to group general manager responsible for five divisions, several billion dollars in revenue and 2,000 employees. He also held various positions with Bell Northern Research (now Nortel Networks) and Bell Laboratories. Sevcik has authored two books, “Character Plus Common Sense” and “Self-Talk at Work.” He holds a Bachelor of Science degree in engineering physics from the University of Illinois and a Master’s degree in electrical engineering from Northwestern University.

 

 

 

About Liquidmetal Technologies

Rancho Santa Margarita, California-based Liquidmetal Technologies, Inc. is the leading developer of bulk alloys and composites that utilize the performance advantages offered by amorphous alloy technology. Amorphous alloys are unique materials that are distinguished by their ability to retain a random structure when they solidify, in contrast to the crystalline atomic structure that forms in ordinary metals and alloys. Liquidmetal Technologies is the first company to produce amorphous alloys in commercially viable bulk form, enabling significant improvements in products across a wide array of industries. For more information, go to www.liquidmetal.com.

 

Forward-Looking Statement

This press release contains "forward-looking statements," including but not limited to statements regarding the advantages of Liquidmetal's amorphous alloy technology, scheduled manufacturing of customer parts and other statements associated with Liquidmetal's technology and operations. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Liquidmetal's expectations and projections. Risks and uncertainties include, among other things; customer adoption of Liquidmetal's technologies and successful integration of those technologies into customer products; potential difficulties or delays in manufacturing products incorporating Liquidmetal's technologies; Liquidmetal's ability to fund its current and anticipated operations; the ability of third party suppliers and manufacturers to meet customer product requirements; general industry conditions; general economic conditions; and governmental laws and regulations affecting Liquidmetal's operations. Additional information concerning these and other risk factors can be found in Liquidmetal's public periodic filings with the U.S. Securities and Exchange Commission, including the discussion under the heading "Risk Factors" in Liquidmetal's 2012 Annual Report on Form 10-K.