UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the fiscal year ended May 31, 2005
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from ________________ to ________________
Commission file number: 000-22893.
-------------------------------
AEHR TEST SYSTEMS
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2424084
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
400 KATO TERRACE, FREMONT, CA 94539
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 623-9400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of the Registrant's Common Stock, par value
$0.01 per share, held by non-affiliates of the Registrant, based upon the
closing price of $2.70 on July 29, 2005, as reported on the Nasdaq National
Market, was approximately $16,452,000. For purposes of this disclosure,
shares of Common Stock held by persons who hold more than 5% of the
outstanding shares of Common Stock (other than such persons of whom the
Registrant became aware only through the filing of a Schedule 13G filed with
the Securities and Exchange Commission) and shares held by officers and
directors of the Registrant have been excluded because such persons may be
deemed to be affiliates. This determination of affiliate status is not
necessarily conclusive for other purposes.
The number of shares of Registrant's Common Stock, par value $0.01 per
share, outstanding at July 31, 2005 was 7,481,829.
Documents Incorporated By Reference
None
Explanatory Note
This Form 10-K/A is being filed solely to correct a typographical error in
Aehr Test Systems' Annual Report on Form 10-K for the year ended May 31, 2005
filed with the Securities and Exchange Commission on August 26, 2005.
Specifically, on the cover page, a date reference to period covered by the
report was stated as "May 31, 2004" instead of the correct "May 31, 2005."
The amendment conforms the Form 10-K as filed to the version that was
certified by Aehr Test's Chief Executive Officer and by the Chief Financial
Officer. No other changes are being made by means of this filing. Except as
discussed in the preceding paragraph, we have not modified or updated
disclosures presented in the original annual report on Form 10-K. Accordingly,
this Form 10-K/A does not reflect events occurring after the filing of our
original Form 10-K on August 26, 2005. References to the Annual Report on
Form 10-K for the year ended May 31, 2005 shall refer to the Annual Report on
Form 10-K filed on August 26, 2005 as amended by this amendment on Form 10-K/A.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-
K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 17, 2005
AEHR TEST SYSTEMS
By: /s/ RHEA J. POSEDEL
----------------------------------------
Rhea J. Posedel
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD OF DIRECTORS
Pursuant to the requirements of the Securities Act of 1934, this Report
on Form 10-K/A has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
-------------------------- -------------------------------- -----------------
Chief Executive Officer November 17, 2005
and Chairman of the
/s/ RHEA J. POSEDEL Board of Directors
-------------------------- (Principal Executive Officer)
Rhea J. Posedel
Vice President of Finance November 17, 2005
and Chief Financial Officer
/s/ GARY L. LARSON (Principal Financial and
-------------------------- Accounting Officer)
Gary L. Larson
/s/ GARY L. LARSON Director November 17, 2005
ATTORNEY-IN-FACT
--------------------------
Robert R. Anderson
/s/ GARY L. LARSON Director November 17, 2005
ATTORNEY-IN-FACT
--------------------------
William W. R. Elder
/s/ GARY L. LARSON Director November 17, 2005
ATTORNEY-IN-FACT
--------------------------
Mukesh Patel
/s/ GARY L. LARSON Director November 17, 2005
ATTORNEY-IN-FACT
--------------------------
Mario M. Rosati
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