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): April 24, 2008
IMMERSION CORPORATION
(Exact
name of registrant as specified in its charter)
______________
|
Delaware |
000-27969 |
94-3180138 |
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|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.)
|
______________
|
801 Fox Lane San Jose, California 95131 |
|
(Address of principal executive offices) (Zip Code) |
______________
Registrant’s
telephone number, including area code: (408) 467-1900
Not
Applicable
(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:
⃞ 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
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(c) On April 24, 2008, Immersion Corporation (the “Company”)
announced that it has appointed Ralph Edward Clenton (“Clent”)
Richardson as president and chief executive officer of the Company,
effective April 28, 2008. Mr. Richardson replaces Victor A. Viegas, who
has served as the Company’s chief executive officer since October 2002
and the Company’s president since February 2002. Mr. Richardson, age 46,
was chief marketing officer of TiVo, Inc., a provider of technology and
services for digital video recorders, from July 2007 through March 2008.
In April 2004, Mr. Richardson joined Nortel Networks Inc., a
telecommunications networks and solutions company, as vice president of
Global Marketing, Enterprise Networks and was promoted to chief
marketing officer in October 2004 and served in that capacity through
February 2006. From August 2003 to November 2003, Mr. Richardson was a
management consultant for America Online, Inc., an internet services and
media company. From April 2001 to March 2003, Mr. Richardson was chief
sales and marketing officer and a member of the board of directors of
T-Mobile U.K., a wireless phone company, and concurrently chairman of
T-Mobile Retail, Ltd. Mr. Richardson served as vice president, Worldwide
Developer Relations from December 1997 to March 2001 and also as vice
president, Worldwide Solutions Marketing (from February 2000 to March
2001) for Apple Computer, Inc., a consumer electronics and software
manufacturer. Prior to December 1997, Mr. Richardson served as vice
president, Marketing and Sales for Design Intelligence, Inc.; senior
manager, Evangelism for Apple Computer, Inc.; vice president and
director of Sales for Foster Ousley Conley, Inc.; and held several sales
and management positions within GTE Corporation (now part of Verizon)
over a five year period including group manager, Major Accounts in
California for GTE Mobilenet, a subsidiary of GTE Corporation. Mr.
Richardson holds a B.A. in Counseling Psychology from Antioch University.
In connection with the Company’s announcement described above of the
appointment of Mr. Richardson as president and chief executive officer,
Mr. Viegas, currently president and chief executive officer of the
Company, will resign from those positions effective April 28, 2008, but
will remain as chairman of the board of directors of the Company.
(e) In connection with the appointment of Mr. Richardson, the
Company has entered into an offer of employment (the “Offer Letter”)
dated March 26, 2008. Pursuant to the Offer Letter, Mr. Richardson will
be employed as president and chief executive officer of the Company at a
salary of $315,000 per annum and a $4,200 per month commuter allowance
during the first two years of his employment. Mr. Richardson will be
eligible to participate in the executive bonus plan approved by the
compensation committee with a target annual bonus of $315,000, which
will be prorated for 2008. Mr. Richardson will also receive a sign on
bonus in the amount of $40,000 to be paid within his first week of
employment. This bonus must be reimbursed on a pro rata basis to the
Company in the event Mr. Richardson voluntarily terminates his
employment prior to April 28, 2009. The Company will also award
Mr. Richardson up to $75,000 to be credited against the bonus to be paid
pursuant to the Company’s 2008 executive bonus plan. Mr. Richardson will
be granted options to purchase 675,000 shares of common stock of the
Company (the “Options”). The Options will vest over four years at the
rate of 25% on the one year anniversary of the commencement of his
employment, and thereafter in equal monthly installments at the rate of
1/48th per month over the remaining 36 months.
The Company has also entered into an indemnification agreement with Mr.
Richardson in form and substance substantially as previously filed by
the Company as an exhibit to its annual report on Form 10-K filed with
the Securities and Exchange Commission.
The Company has also entered into a retention and ownership change event
agreement (the “Retention Agreement”). The Retention Agreement provides
for the payment of severance and health insurance premiums upon the
occurrence of certain events. In the event that his employment with the
Company is terminated by the Company without cause, Mr. Richardson will
be entitled to receive a lump sum severance payment equal to 12 months
base salary and payments of health insurance premiums for the earlier of
12 months or the date on which Mr. Richardson first becomes eligible to
obtain other group health insurance coverage. In the event that Mr.
Richardson’s employment with the Company is terminated by the Company
without cause or is terminated by him with good reason, in either case,
in connection with an ownership change event of the Company, then Mr.
Richardson will also be entitled to receive (i) a lump sum severance
payment equal to 12 months base salary, (ii) payments of health
insurance premiums for the earlier of 12 months or the date on which Mr.
Richardson first becomes eligible to obtain other group health insurance
coverage, (iii) immediate vesting of all of his then unvested stock and
stock options and (iv) a six month post-termination exercise period with
respect to stock options then held by him. Payment of the foregoing
benefits will be conditioned upon Mr. Richardson’s execution of a
general release of claims.
A copy of the press release dated April 24, 2008 announcing these
actions is attached hereto as Exhibit 99.1.
On April 24, 2008, in connection with the Company’s leadership
transition, the Company entered into a resignation agreement and general
release of claims with Mr. Viegas. Under this agreement, Mr. Viegas will
make himself available to assist Mr. Richardson in any manner requested
by the Company or Mr. Richardson through May 30, 2008, including, the
orderly transition of the duties of the Company’s chief executive
officer, the transfer of information relevant to the Company’s business
and/or customers, and attendance at company or customer meetings. In
exchange, the Company will pay Mr. Viegas’ current salary and group
health coverage premiums through May 30, 2009. The Company will also
allow Mr. Viegas to continue using his company laptop, email address and
telephone number so long as he remains a member of the Company’s board
of directors. Mr. Viegas will also remain entitled to receive the stock
option acceleration benefits upon a change in control of the Company,
and continued vesting of his unvested stock options, so long as he
remains a member of the Company’s board of directors, and shall have six
months from the date he ceases to serve as member of the board of
directors to exercise any stock options that remain unexercised as of
such date. Mr. Viegas will also be entitled to receive a prorated bonus
under his 2008 variable compensation plan to the extent that the Company
reaches the minimum GAAP adjusted revenue and GAAP adjusted operating
profit (loss) and corporate initiatives, and Mr. Viegas achieves his
MBOs for 2008 as set forth therein.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description |
| 99.1 | Press Release dated April 24, 2008 regarding the appointment of Clent Richardson as President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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IMMERSION CORPORATION |
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| Date: |
April 24, 2008 |
By: |
/s/ Stephen M. Ambler |
|
Stephen M. Ambler |
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Chief Financial Officer and Vice President, |
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Finance |
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EXHIBIT INDEX
|
Exhibit No. |
Description |
| 99.1 |
Press Release dated April 24, 2008 regarding the appointment of Clent Richardson as President and Chief Executive Officer |