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): May 06, 2008 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On May 06, 2008, Aehr Test Systems (the "Company") entered into a First Amendment (the "Amendment") with Walton CWCA Scott Creek 28, L.L.C. amending that certain Multi-Tenant Office Triple Net Lease dated August 3, 1999 (the "Lease"). The term of the Amendment commences on April 1, 2008 and ends on June 30, 2015. Total base rent expense from April 1, 2008 through the end of the Amendment term is approximately $3.8 million. In addition to base rent expense, the Company will be responsible for certain costs and charges specified in the Lease. A copy of the Amendment is attached hereto as Exhibit 10.15 and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit No. Description ----------- ------------------------------------------------- 10.15 First Amendment dated May 06, 2008 by and between Walton CWCA Scott Creek 28, L.L.C. and Aehr Test Systems 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: May 09, 2008 By: /S/ GARY L. LARSON ------------------------- Gary L. Larson Vice President of Finance and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description ------- ------------------------------------------------------------------- 10.15 First Amendment dated May 06, 2008 by and between Walton CWCA Scott Creek 28, L.L.C. and Aehr Test Systems