UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO 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): July 19, 2006 Aehr Test Systems (Exact name of Registrant as specified in its charter) California 000-22893 94-2424084 (State or other jurisdiction of [Commission File Number] (I.R.S. Employer incorporation or organization) Identification Number) 400 Kato Terrace Fremont, California 94539 (Address of principal executive offices, including zip code) 510-623-9400 (Registrant's telephone number, including area code) 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 (see General Instruction A.2. below): [ ] 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)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. This Form 8-K/A amends the Current Report on Form 8-K filed by Aehr Test Systems with the Securities and Exchange Commission on July 19, 2006 to provide information required by Item 9.01 of Form 8-K. On July 19, 2006, Aehr Test Systems (the "Company") issued a press release announcing the Company's financial results for its fourth fiscal quarter and fiscal year 2006 ended May 31, 2006. The Company hereby amends the Income Statement on page three of the press release to correct the number of net sales for the year ended May 31, 2005. A copy of the amended press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K, including the exhibit attached hereto, are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Amended Press Release of Aehr Test Systems dated July 19, 2006 entitled "Aehr Test Systems Reports Fourth Quarter and Fiscal 2006 Results." SIGNATURES 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. Aehr Test Systems (Registrant) Date: July 20, 2006 By: /S/ GARY L. LARSON ------------------------- Gary L. Larson Vice President of Finance and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description ------- ------------------------------------------------------------------ 99.1 Amended Press Release of Aehr Test Systems dated July 19, 2006 entitled "Aehr Test Systems Reports Fourth Quarter and Fiscal 2006 Results."