<SEC-DOCUMENT>0001171843-16-008869.txt : 20160329
<SEC-HEADER>0001171843-16-008869.hdr.sgml : 20160329
<ACCEPTANCE-DATETIME>20160329160515
ACCESSION NUMBER:		0001171843-16-008869
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20160329
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Cost Associated with Exit or Disposal Activities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20160329
DATE AS OF CHANGE:		20160329

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALPHA & OMEGA SEMICONDUCTOR Ltd
		CENTRAL INDEX KEY:			0001387467
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-34717
		FILM NUMBER:		161535470

	BUSINESS ADDRESS:	
		STREET 1:		475 OAKMEAD PARKWAY
		CITY:			SUNNYVALE
		STATE:			CA
		ZIP:			94085
		BUSINESS PHONE:		408-830-9742

	MAIL ADDRESS:	
		STREET 1:		475 OAKMEAD PARKWAY
		CITY:			SUNNYVALE
		STATE:			CA
		ZIP:			94085

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALPHA & OMEGA SEMICONDUCTOR LTD
		DATE OF NAME CHANGE:	20070123
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>f8k_032916.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<!DOCTYPE html PUBLIC "-//W3C//DTD XHTML 1.0 Transitional//EN" "http://www.w3.org/TR/xhtml1/DTD/xhtml1-transitional.dtd"><html><head></head><body style="FONT-FAMILY: Times New Roman; FONT-SIZE: 10pt"><div style="margin-top: 3pt; margin-bottom: 12pt;"><div style="font-size: 1pt; border-top: Black 2.5pt solid; border-bottom: Black 1.1pt solid; width: 100%;">&#160;</div></div><p style="font-size: 14pt;" align="center"><strong>UNITED STATES</strong><br><strong>SECURITIES AND EXCHANGE COMMISSION</strong><br><strong>Washington, D.C. 20549<br></strong>______________________</p><p style="font-size: 14pt; text-transform: uppercase;" align="center"><strong>Form 8-K<br></strong>______________________</p><p style="font-size: 12pt;" align="center"><strong>CURRENT REPORT</strong></p><p style="font-size: 12pt;" align="center"><strong>Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934</strong></p><p align="center">Date of Report (Date of earliest event Reported): <!--March 29, 2016-->March 29, 2016 &#160;</p><p align="center"><strong style="font-size: 14pt;">Alpha and Omega Semiconductor Limited</strong><br>(Exact Name of Registrant as Specified in Charter)</p><table style="width: 100%;" border="0" cellspacing="0" cellpadding="0"><tr valign="top"><td align="center" width="33%"><strong>Bermuda</strong></td><td align="center" width="34%"><strong>001-34717</strong></td><td align="center" width="33%"><strong>77-0553536</strong></td></tr><tr valign="top"><td align="center" width="33%">(State or Other Jurisdiction of Incorporation)</td><td align="center" width="34%">(Commission File Number)</td><td align="center" width="33%">(I.R.S. Employer Identification Number)</td></tr></table><p>&#160;</p><table style="width: 100%;" border="0" cellspacing="0" cellpadding="0"><tr valign="bottom"><td align="center" width="50%"><strong>Clarendon House<br>2 Church Street, Hamilton, Bermuda HM 11<!--BERMUDA --></strong></td></tr><tr valign="top"><td align="center" width="50%">(Address of Principal Executive Offices) (Zip Code)</td></tr></table><p align="center"><strong>(408) 830-9742</strong><br>(Registrant's telephone number, including area code)</p><p align="center"><strong><b>N/A</b></strong><br>(Former name or former address, if changed since last report)</p><table style="width: 100%;" border="0" cellspacing="0" cellpadding="0"><tr valign="top"><td colspan="3">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:<br><br></td></tr><tr valign="top"><td width="21">&#160;</td><td width="40">[ &#160; ]</td><td nowrap="nowrap">&#160;&#160;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</td></tr><tr valign="top"><td width="21">&#160;</td><td width="40">[ &#160; ]</td><td nowrap="nowrap">&#160;&#160;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</td></tr><tr valign="top"><td width="21">&#160;</td><td width="40">[ &#160; ]</td><td nowrap="nowrap">&#160;&#160;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</td></tr><tr valign="top"><td width="21">&#160;</td><td width="40">[ &#160; ]</td><td nowrap="nowrap">&#160;&#160;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</td></tr></table><div style="margin-top: 12pt; margin-bottom: 3pt;"><div style="font-size: 1pt; border-top: Black 1.1pt solid; border-bottom: Black 2.5pt solid; width: 100%;">&#160;</div>&#160;</div><hr style="page-break-after: always;" noshade="noshade"><p>  <strong> &#160;</strong></p><p><strong>Item 1.01. Entry into a Material Definitive Agreement.</strong></p><p><p>On March 29, 2016, Alpha and Omega Semiconductor Limited (the &#8220;Company&#8221;) and certain of its subsidiaries (collectively, &#8220;AOS&#8221;) entered into a joint venture contract (the &#8220;JV Agreement&#8221;) with&#160; Chongqing Strategic Emerging Industry Equity Investment Fund Partnership (LP) (&#8220;Strategic Industry Fund&#8221;) and Chongqing Liangjiang New Area Strategic Emerging Industry Equity Investment Fund Partnership (LP) (together with Strategic Industry Fund, the &#8220;Chongqing Funds&#8221;), pursuant to which AOS and Chongqing Funds will form a joint venture, Chongqing Alpha and Omega Semiconductor Limited (the &#8220;JV Company&#8221;), for the purpose of constructing a power semiconductor packaging/testing and wafer fabrication facility in the Liangjiang New Area of Chongqing, China (the &#8220;JV Transaction&#8221;).</p><p>The total initial capitalization of the JV Company will be $330,000,000 (the &#8220;Initial Capitalization&#8221;), which is consisted of (i) a total of $ 162,000,000 of cash contributions from the Chongqing Funds; (ii) $74,000,000 of existing packaging and testing equipment owned by AOS located in Shanghai, China; (iii) certain intellectual property rights (the &#8220;Joint Venture IP&#8221;), including patents, held by AOS relating to the manufacturing technology valued at $84,000,000; and (iv) $10,000,000 of cash contribution by the Company. &#160;The Initial Capitalization will be completed in stages commencing on the incorporation of the JV Company until July 2017.&#160; Pursuant to the JV Agreement, the JV Company will grant a license, free of charge, to AOS to use the Joint Venture IP.&#160; If the JV Company develops and creates new technology, the JV Company will retain ownership of any intellectual property rights related to such technology, but will grant a license, free of charge, to AOS to use such technology.</p><p>AOS will own 51%, and the Chongqing Funds will own 49%, of the equity interest in the JV Company.&#160; The Company retains the right to appoint senior management members, including the Chief Executive Officer and Chief Financial Officer, of the JV Company, and Chongqing Funds retain the right to appoint an Asset Management Vice President.&#160; The JV Company will be managed and supervised by a Board of Directors consisted of seven (7) members, four (4) of whom will be appointed by the Company and three (3) of whom will be appointed by the Chongqing Funds.</p><p>The JV Agreement contains customary representations, warranties and covenants for both parties.&#160; The JV Agreement has a term of 15 years from the date of the incorporation of the JV Company, which may be extended by mutual consent of the parties for at least one year.&#160;&#160; The JV Agreement may be terminated early, subject to the approval of the Board of Directors of the JV Company and the Ministry of Commerce of China or its local authority (the &#8220;Chinese Authority&#8221;), by (i) the mutual agreement of both AOS and Chongqing Funds in the event of a material adverse change to the operation of the JV Company; (ii) either party in the event of bankruptcy and insolvency of the JV Company; and (iii) either party upon the occurrence of certain force majeure events.&#160; The JV Agreement is subject to the approval by the Chinese Authority.</p><p>The foregoing description is a summary and qualified in its entirety by the JV Agreement, a copy of which the Company intends to file as an exhibit to its next periodic report to be filed with the Securities and Exchange Commission.</p><p>On March 29, 2016, the Company issued a press release announcing the JV Agreement described in Item 1.01 above. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.</p></p><p><strong> &#160;</strong></p><p><strong>Item 2.05. Costs Associated with Exit or Disposal Activities.</strong></p><p> <p>Additional charges and future cash expenditures may be incurred in connection with the JV Transaction as described in Item 1.01 above.&#160; At this time, the Company is unable in good faith to make a determination of an estimate of the amount or range of amounts expected to be incurred in connection with the JV Transaction, both with respect to each major type of cost associated therewith and with respect to the total cost, or an estimate of the amount or range of amounts that will result in future cash expenditures from such transactions.</p> </p><p><strong> &#160;</strong></p><p><strong>Item 9.01. Financial Statements and Exhibits.</strong></p><p><p><strong>(d)&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; Exhibits.</strong></p><p><u>Exhibit</u>&#160; &#160; &#160; &#160; &#160; &#160;<u>Description</u></p><p>99.1 &#160; &#160; &#160; &#160; &#160; &#160; &#160; Press Release dated March 29, 2016.</p></p><p><p> &#160;</p><hr style="page-break-after: always;" noshade="noshade"><p align="center"><strong>SIGNATURE</strong></p><p>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.</p><table style="width: 100%;" border="0" cellspacing="0" cellpadding="0"><tr valign="top"><td valign="top" width="49%">&#160;</td><td style="font-size: 12pt;" colspan="2" valign="top"><strong>Alpha and Omega Semiconductor Limited</strong></td></tr><tr valign="top"><td width="49%">&#160;</td><td width="2%">&#160;</td><td width="49%">&#160;</td></tr><tr valign="top"><td width="49%">&#160;</td><td width="2%">&#160;</td><td width="49%">&#160;</td></tr><tr valign="top"><td width="49%">Date:&#160;March 29, 2016</td><td width="2%">By:&#160;</td><td style="text-decoration: underline;" width="49%">/s/ Yifan Liang&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;</td></tr><tr valign="top"><td width="49%">&#160;</td><td width="2%">&#160;</td><td width="49%">Name: Yifan Liang</td></tr><tr valign="top"><td width="49%">&#160;</td><td width="2%">&#160;</td><td width="49%">Title: Chief Financial Officer and Corporate Secretary</td></tr><tr valign="top"><td width="49%">&#160;</td><td width="2%">&#160;</td><td width="49%"></td></tr></table><p></body></html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exh_991.htm
<DESCRIPTION>PRESS RELEASE
<TEXT>
<!DOCTYPE HTML PUBLIC "-//W3C//DTD HTML 4.0 Transitional//EN"><html lang="en-US"><head><title>EdgarFiling</title><meta content="text/html; charset=windows-1252"><meta name="GENERATOR" content="MSHTML 8.00.7601.18094"></head><body bgcolor="#ffffff"><p style="text-align: right;"><strong>EXHIBIT 99.1</strong></p><p style="text-align: center;"><strong>Alpha&#160;and&#160;Omega&#160;Semiconductor&#160;Limited&#160;Announces&#160;Joint&#160;Venture&#160;Agreement&#160;in&#160;China</strong></p><p style="text-align: center;"><p> <p align="left">SUNNYVALE, Calif., March  29, 2016  (GLOBE NEWSWIRE) -- Alpha and Omega Semiconductor Limited (AOS) (Nasdaq:AOSL), a designer, developer and global supplier of a broad range of power semiconductors and power ICs, today announced that it has executed a definitive agreement with two strategic investment funds owned by the Municipality of Chongqing, China, to form the previously announced joint venture for a new state-of-the-art power semiconductor packaging/testing and wafer fabrication facility in the Liangjiang New Area of Chongqing (the &#8220;Joint Venture&#8221;).</p>  <p>The initial capitalization of the Joint Venture under the agreement will be $330 million. This reflects cash contributions, primarily from the Chongqing funds, as well as existing packaging and testing equipment from AOS, and certain AOS intellectual property relating to packaging and wafer manufacturing technology. AOS will own 51%, and the Chongqing funds will own 49%, of the equity interest in the Joint Venture.&#160; The Joint Venture agreement is subject to approval by the relevant Chinese authorities.</p>  <p>&#8220;We are excited to begin this partnership, which we believe will enable both AOS and Chongqing to grow and prosper,&#8221; said Dr. Mike Chang, chairman and CEO of AOS.&#160; &#8220;This joint venture with Chongqing represents an important milestone in our strategic roadmap. It will help further diversify our offerings of power semiconductor products and improve our access to customers in China as we work to accelerate our long-term growth and profitability.&#8221;</p>  <p>The Joint Venture is expected to commence its initial packaging production in mid 2017. &#160;Prior to that, AOS intends to gradually relocate a majority of its assembly and testing equipment to the Joint Venture from its existing facility in Shanghai, which will continue as a center of supply chain management, technology development, and high-value production. &#160;Over the longer term, the Joint Venture expects to construct a 12-inch wafer fabrication facility for the production of power semiconductors.&#160;</p>  <p>The Joint Venture is designed to bring together the technological and operational capability of AOS in power semiconductor product manufacturing with the capital resources and regional infrastructure support of the Chongqing authority.&#160;&#160;</p>  <p><strong><em>Forward Looking Statements</em></strong></p>  <p><em>This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management's judgment, beliefs, current trends, and anticipated product performance. These forward looking statements include, without limitation, statements relating to the expected benefits of the Joint Venture, including increased sales and customers, reduced costs, improvement in working capital and capital expenditures; the construction of a manufacturing facility in Chongqing; the initial capitalization and contribution of parties to the Joint Venture; the anticipated commencement date for Joint Venture&#8217;s manufacturing operation; operation of the company's Shanghai facilities; approval of the Joint Venture by Chinese authority; and the acquisition of a fabrication facility. &#160;Forward looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, the inability of AOS and the Chongqing authority to perform its obligations under the Joint Venture agreement; insufficient funding to complete the project; difficulties and delays in the formation of the Joint Venture, source of funding of the Joint Venture and construction of the facility; the inability to expand customer base on China, the decline of the PC industry and our ability to respond to such decline, our ability to introduce or develop new and enhanced products that achieve market acceptance, the actual product performance in volume production, the quality and reliability of our product, our ability to achieve design wins, the general business and economic conditions, the state of semiconductor industry and seasonality of our markets, our ability to maintain factory utilization at a desirable level, and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2015.&#160;Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today's date, unless otherwise stated, and AOS undertakes no duty to update such information, except as required under applicable law.</em></p></p><p>CONTACT:&#160;<br><br>Alpha&#160;and&#160;Omega&#160;Semiconductor&#160;Limited<br>Investor&#160;Relations<br>So-Yeon&#160;Jeong<br>408-789-3172<br>investors@aosmd.com</p></body></html>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
