UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): April 28, 2023

 

Magnachip Semiconductor Corporation

(Exact name of Registrant as specified in its charter)

 

 

Delaware		001-34791		83-0406195
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

c/o Magnachip Semiconductor, Ltd. 15F, 76 Jikji-daero 436beon-gil, Heungdeok-gu Cheongju-si, Chungcheongbuk-do, 28581, Republic of Korea		Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +82 (2) 6903-3000

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		MX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.02.

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

On April 28, 2023, Shin Young Park, Chief Financial Officer, as well as the principal financial officer and principal accounting officer, of Magnachip Semiconductor Corporation (the “Company”), went on maternity leave. In Ms. Park’s absence, the Board of Directors of the Company appointed Mr. Young-Joon Kim, the Company’s Chief Executive Officer, to serve as Interim Chief Financial Officer and to assume the duties of principal financial and accounting officer of the Company on a temporary basis, with such appointment effective as of April 28, 2023. We currently expect Ms. Park to return at the end of July or early August 2023, and upon her return from maternity leave, she will return to the position of Chief Financial Officer and the principal financial and accounting officer of the Company, and Mr. Kim will continue in his role as the Company’s Chief Executive Officer.

Biographical information for Mr. Kim is available in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission on February 22, 2023, and such information is incorporated herein by reference. Mr. Kim will not receive additional compensation in connection with his role as Interim Chief Financial Officer.

 

Item 7.01.

Regulation FD Disclosure.

On May 1, 2023, the Company issued a press release announcing Ms. Park’s maternity leave and the appointment of Mr. Kim as Interim Chief Financial Officer as described in Item 5.02 of this Form 8-K. A copy of the Company’s press release is furnished with this Form 8-K and attached hereto as Exhibit 99.1.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits

(d)    Exhibits

The following exhibit is furnished as part of this report:

 

Exhibit     No.		Description
99.1		Press release of Magnachip Semiconductor Corporation dated May 1, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

 

				MAGNACHIP SEMICONDUCTOR CORPORATION
Dated: May 1, 2023				By:		/s/ Theodore Kim
						Theodore Kim
						Chief Compliance Officer, General Counsel and Secretary