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): February 1, 2011

FormFactor, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (925) 290-4000

N/A

(Former name or former address if changed since last report)

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:

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

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

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

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

Item 2.02                                             Results of Operations and Financial Condition.

On February 1, 2011, FormFactor, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 25, 2010.  A copy of the press release is furnished as Exhibit 99.01 to this report and is incorporated herein by reference.

Item 9.01                                             Financial Statements and Exhibits.

(d) Exhibits

The information in this current report and the accompanying exhibit shall not be incorporated by reference into any filing of FormFactor with the Securities and Exchange Commission, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. The information in this report and the accompanying exhibit shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

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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.

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EXHIBIT INDEX

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Exhibit 99.01

News Release

Investor Contact:

Stan Finkelstein

Investor Relations

(925) 290-4321

ir@formfactor.com

FormFactor, Inc. Reports Fourth Quarter and Annual Results

2010 Revenue $188.6 million, up $53.2 million, 39 percent growth year-over-year

LIVERMORE, Calif. — February 1, 2011 — FormFactor, Inc. (Nasdaq: FORM) today announced its financial results for the fourth quarter of fiscal 2010, that ended on December 25, 2010. Quarterly revenues were $43.9 million, down 7% from $47.3 million in the third quarter of fiscal 2010, and up 33% from $33.0 million in the fourth quarter of fiscal 2009.

For fiscal 2010, FormFactor posted revenue of $188.6 million, up 39% from $135.3 million in fiscal 2009.

On a GAAP basis net loss for the fourth quarter of fiscal 2010 was $20.4 million or $(0.40) per fully-diluted share, compared to a net loss for the third quarter of fiscal 2010 of $95.8 million or $(1.90) per fully-diluted share and a net loss for the fourth quarter of fiscal 2009 of $28.0 million or $(0.56) per fully-diluted share. Net loss for the fiscal 2010 was $188.3 million or $(3.75) per share, compared to a net loss for fiscal 2009 of $155.7 million or $(3.15) per share.

On a Non-GAAP basis, net loss for the fourth quarter of fiscal 2010 was $14.9 million or $(0.29) per fully-diluted share, compared to a net loss for the third quarter of fiscal 2010 of $27.7 million or $(0.55) per fully-diluted share and a net loss for the fourth quarter of fiscal 2009 of $22.2 million or $(0.45) per fully-diluted share. On a non-GAAP basis, net loss for fiscal 2010 was $98.4 million or $(1.96) per share, compared to a net loss for fiscal 2009 of $87.3 million or $(1.76) per share. A reconciliation of GAAP to non-GAAP net loss and net loss per share is provided in the schedules included below.

“Our fourth quarter results demonstrate progress we are making to streamline our cost structure and improve cash burn rate, while continuing to develop and introduce new products,” said Tom St. Dennis, CEO of FormFactor. “Our Matrix platform continues to gain traction at all major customers with most of our full wafer contactor business now transitioned to Matrix product family”.

The company has posted its revenue breakdown by region and market segment on the Investors section of its website at www.formfactor.com. FormFactor will conduct a conference call at 1:30 p.m. PST, or 4:30 p.m. EST, today. The public is invited to listen to a live web cast of FormFactor’s conference call on the Investors section of the company’s website at www.formfactor.com. An audio replay of the conference call will also be made available approximately two hours after the conclusion of the call. The audio replay will remain available through February 3, 2011, 9:00 p.m. Pacific Standard Time, and can be accessed by dialing (800) 642-1687 (domestic) or (706) 645-9291 (international) and entering confirmation code 35076660.

Non-GAAP Financial Measures:

This press release highlights the company’s financial results on both a GAAP and a non-GAAP basis. The GAAP results include certain charges that are excluded from non-GAAP results. By publishing the non-GAAP measures, management intends to provide investors with additional information to further analyze the company’s performance, core results and underlying trends. FormFactor’s management evaluates results and makes operating decisions using both GAAP and non-GAAP measures included in this press release. Non-GAAP results are not prepared in accordance with GAAP, and non-GAAP information should be considered a supplement to, and not a substitute for, financial statements prepared in accordance with GAAP. Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures to their most directly comparable GAAP measures attached to this press release.< /p>

About FormFactor:

Founded in 1993, FormFactor, Inc. (Nasdaq: FORM) is a leader in advanced wafer probe cards, which are used by semiconductor manufacturers to electrically test integrated circuits, or ICs. The company’s wafer sort, burn-in and device performance testing products move IC testing upstream from post-packaging to the wafer level, enabling semiconductor manufacturers to lower their overall production costs, improve yields, and bring next-generation devices to market. FormFactor is headquartered in Livermore, California with operations in Europe, Asia and North America. For more information, visit the company’s website at www.formfactor.com.

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FormFactor and the FormFactor logo are registered trademarks of FormFactor, Inc.  All other product, trademark, company or service names mentioned herein are the property of their respective owners.

Forward-looking Statements:

Statements in this press release that are not strictly historical in nature are forward-looking statements within the meaning of the federal securities laws.  Such forward-looking statements include but are not limited to, projections, statements regarding business momentum, demand for our products and future growth, statements that contain words like “expects,” “anticipates,” “believes,” and the assumptions upon which such statements are based. These forward-looking statements are based on current information and expectations that are inherently subject to change and involve a number of risks and uncertainties. Actual events or results might differ materially from those in any forward-looking statement due to various factors, including, but not limited to: changes in the market environment, including the demand for DRAM and Flash memory devices and certain other semiconductor devices, the company’s ability to complete qualification of its Matrix platform products for both DRAM and Flash memory applications at major memory customers; the rate at which semiconductor manufacturers adopt the company’s Matrix platform products and request repeat orders; the company’s ability to bring its manufacturing structure and operating expenses in line with revenues; and the scope and extent to which the company repurchases any stock under its authorized stock repurchase program.  Additional information concerning factors that could cause actual events or results to differ materially from those in any forward-looking statement can be found in pages 13 through 33 of the company’s Form 10-K for the fiscal year ended December 26, 2009, as filed with the U.S. Securities and Exchange Commission, or SEC, and subsequent SEC filings, including in pages 30 through 33 of the company’s Form 10-Q for the fiscal period ended March 27, 2010, in page s 29 through 31 of the company’s Form 10-Q for the fiscal period ended June 26, 2010, and in pages 35 through 37 of the company’s Form 10-Q for the fiscal period ended September 25, 2010. Copies of the company’s SEC filings are available at http://investors.formfactor.com/edgar.cfm. The company assumes no obligation to update the information in this press release, to revise any forward-looking statements or to update the reasons actual results could differ materially from those anticipated in forward-looking statements.

FORM-F

FORMFACTOR, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

Reconciliation of Non-GAAP Net loss:

* Certain amounts were reclassified from Cost of Revenue to Impairment Charges for Q4’09 and FY2009.

**  There was no related income tax impact to stock based compensation, restructuring and impairment charges in the third and fourth quarters of fiscal 2009 and fiscal 2010 as a result of the valuation allowance recorded after the second quarter of fiscal 2009.

FORMFACTOR, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

(Unaudited)