As filed with the Securities and Exchange Commission on May 4, 2004

Registration No. 333-           

SECURITIES AND EXCHANGE COMMISSION

FORM S-8

FORMFACTOR, INC.

2140 Research Drive
Livermore, California 94550
(Address, including Zip Code, of Principal Executive Offices)

2002 Equity Incentive Plan
2002 Employee Stock Purchase Plan
(Full Title of the Plan)

Jens Meyerhoff
Chief Operating Officer and Chief Financial Officer
FormFactor, Inc.
2140 Research Drive
Livermore, California 94550
(925) 294-4300
(Name, Address and Telephone Number of Agent For Service)

Copy to:
Gordon K. Davidson, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500

CALCULATION OF REGISTRATION FEE

Table of Contents

INCORPORATION OF PREVIOUS REGISTRATION STATEMENT
PURSUANT TO GENERAL INSTRUCTION E

     Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register an additional (i) 1,840,502 shares of the Registrant’s Common Stock under the Registrant’s 2002 Equity Incentive Plan and (ii) 368,100 shares of the Registrant’s Common Stock under the Registrant’s 2002 Employee Stock Purchase Plan, pursuant to the provisions of such plans providing for an automatic increase in the number of shares available for issuance under such plans. The shares of the Registrant’s Common Stock that are available for issuance under the Registrant’s 2002 Equity Incentive Plan and 2002 Employee Stock Purchase Plan, other than the shares being registered hereby, were registered on a Form S-8 Registration Statement (File No. 333-106043) filed on June 12, 2003 (the “Initial Form S-8 Registration Statement”). The contents of the Initial Form S-8 Registration Statement are hereby incorporated by reference into this Registration Statement.

PART II

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

     As permitted by the Delaware General Corporation Law, the Registrant’s certificate of incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

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     As permitted by the Delaware General Corporation Law, the Registrant’s bylaws provide that:

     In addition, the Registrant has entered into indemnity agreements with each of its directors and officers. These agreements provide for the indemnification of the Registrant’s officers and directors for all expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were agents of the Registrant. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

     Registrant has obtained directors’ and officers’ insurance to cover its directors and officers for certain liabilities, including coverage for public securities matters.

     The indemnification provisions in the Registrant’s certificate of incorporation and bylaws and the indemnity agreements entered into between the Registrant and each of its directors and officers may be sufficiently broad to permit indemnification of the Registrant’s directors and officers for liabilities arising under the Securities Act.

     Reference is also made to Section 7 of the underwriting agreement for the Registrant’s initial public offering filed as Exhibit 1.01 to the Registrant’s Form S-1 Registration Statement (File No. 333-86738) and the underwriting agreement for the Registrant’s follow-on public offering filed as Exhibit 1.01 to the Registrant’s Form S-1 Registration Statement (File No. 333-109815), each of which provides for the indemnification by the underwriters of the Registrant and its executive officers, directors and controlling persons against certain liabilities, including liabilities arising under the Securities Act, in connection with matters specifically provided for in writing by the underwriters for inclusion in the applicable Form S-1 Registration Statement.

     See also the undertakings set out in response to Item 9.

     Reference is made to the following documents filed as exhibits to the Form S-1 Registration Statement (File No. 333-109815) regarding relevant indemnification provisions described above and elsewhere herein:

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Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

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     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under “Item 6 – Indemnification of Directors and Officers” above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Livermore, State of California, on this 3rd day of May, 2004.

POWER OF ATTORNEY

     KNOW BY ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Dr. Igor Y. Khandros, Jens Meyerhoff and Stuart L. Merkadeau and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes to this Registration Statement as such attorneys-in-fact and agents so acting deem appropriate, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act requisite and necessary to be done with respect to this Registration Statement, including amendments, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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EXHIBIT INDEX