UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 30, 2007
IMMERSION CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 000-27969 94-3180138
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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801 Fox Lane
San Jose, California 95131
(Address of principal executive offices) (Zip Code)
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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 2.02 Results of Operations and Financial Condition.
The information in Item 2.02 of this Current Report on Form 8-K and
Exhibit 99.1 attached hereto shall not be deemed to be "filed" for the 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 or 12(a)(2) of the
Securities Act of 1933, as amended. The information contained herein and in the
accompanying Exhibit 99.1 shall not be deemed to be incorporated by reference
into any filing with the Securities and Exchange Commission (the "SEC") made by
Immersion Corporation ("Immersion") whether before or after the date hereof,
regardless of any general incorporation language in such filing, unless
expressly incorporated by specific reference in such filing.
On November 1, 2007, Immersion issued a press release (the "Press
Release") announcing Immersion's financial results for the quarter ended
September 30, 2007. A copy of the Press Release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On October 30, 2007, Jonathan Rubinstein, the Chairman and a member
of the Board of Directors of Immersion (the "Board"), advised Immersion of his
decision to retire as Chairman, a member of the Board and all committees
thereof, effective as October 30, 2007. Mr. Rubinstein has served as a member of
the Board of Directors since October 1999. Mr. Rubinstein's decision to retire
is not the result of any disagreement with Immersion, known to an executive
officer of Immersion, on any matter relating to Immersion's operations, policies
or practices. Immersion and the Board thank Mr. Rubinstein for his dedicated
service and valued contributions to Immersion and wish him well in his new
endeavors at Palm, Inc.
In response to Mr. Rubinstein's resignation, on October 31, 2007, the
Board appointed Robert Van Naarden to the Compensation Committee. The Board also
appointed John Hodgman to the Compensation Committee, and Mr. Hodgman resigned
from the Nominating and Corporate Governance Committee.
Also on October 31, 2007, Mr. Viegas recommended a leadership
transition to add management strength in sales and marketing to drive growth
initiatives resulting from the recently completed strategic plan while
continuing to contribute his expertise in licensing, intellectual property, and
business negotiations. The Board of Directors agreed with the transition plan to
hire a new CEO and appointed Mr. Viegas as Chairman of the Board, effective
immediately. Mr. Viegas will continue to serve as President and Chief Executive
Officer of Immersion during the search for a new CEO. Also, the Board determined
that it was in the best interests of the Company and its stockholders to appoint
Jack Saltich as lead director to facilitate the role of Immersion's independent
directors. The lead director was elected from among the independent directors of
the Board with such duties and responsibilities as determined by the independent
directors.
(e) On October 30, 2007, Immersion Corporation (the "Company") entered
into executive incentive plans for fiscal 2007 (the "Bonus Plans") with two of
its executive officers. The Bonus Plans are intended to focus such officers on
Immersion's revenue, operating profit and gross margin goals and other business
objectives, and to reward achievement of those goals. Immersion's named
executive officers that executed Bonus Plans are Victor A. Viegas, Immersion's
President, Chief Executive Officer and Chairman of the Board of Directors and
Stephen M. Ambler, Immersion's Chief Financial Officer and Vice President,
Finance.
Mr. Viegas' Bonus Plan provides for a target bonus amount of $150,000,
and a maximum bonus amount of $360,000.
Mr. Ambler's Bonus Plan provides for a target bonus amount of $53,560,
and a maximum bonus amount of $128,544.
Both of the Bonus Plans provide for a discretionary multiplier ranging
from 0.80 to 1.20, based on overall performance. The Compensation Committee of
Immersion's Board of Directors will determine the discretionary multiplier for
Mr. Viegas' bonus, and Immersion's chief executive officer will determine the
discretionary multiplier for Mr. Ambler.
The actual bonus amount for Mr. Viegas is determined by a matrix of
varying levels of GAAP adjusted revenue and GAAP adjusted operating profit
(loss) that are achieved by Immersion in fiscal 2007.
The actual bonus amounts for Mr. Ambler is determined through two
different measurements: eighty percent (80%) of the bonus is determined by a
matrix of varying levels of GAAP adjusted revenue and GAAP adjusted operating
profit (loss) that are achieved by Immersion in fiscal 2007, and the remaining
(20%) is determined by achievement of a number of management objectives,
including maintaining a low average collection period for each quarter,
increasing the number of analysts covering Immersion's common stock,
reorganizing Immersion's production operations to reduce inefficiencies and
excess capacity and overseeing various administrative and human resources
programs.
Payment of the cash bonuses pursuant to the Bonus Plans is subject to
each executive officer's continued employment through the payment date, which is
expected to occur on the next payroll period after Immersion's earnings for
fiscal 2007 have been publicly disclosed.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
(a) On October 31, 2007, the Board of Directors of Immersion amended
and restated Immersion's Bylaws. A copy of the Amended and Restated Bylaws are
attached as Exhibit 3.4 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 8.01 Other Events.
On November 1, 2007, Immersion Corporation issued a press release
announcing that that board of directors has authorized the repurchase of up to
$50 million of Immersion's Common Stock. A copy of the Press Release is attached
as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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3.4 Amended and Restated Bylaws.
99.1 Press Release dated November 1, 2007 regarding financial
information for Immersion for the quarter ended September
30, 2007.
99.2 Press Release dated November 1, 2007 regarding authorization of
Share Repurchase.
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.
IMMERSION CORPORATION
Date: November 1, 2007 By: /s/ Stephen M. Ambler
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Stephen M. Ambler
Chief Financial Officer and Vice President,
Finance
EXHIBIT INDEX
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Exhibit No. Description
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3.4 Amended and Restated Bylaws.
99.1 Press Release dated November 1, 2007 regarding financial
information for Immersion for the quarter ended September 30,
2007.
99.2 Press Release dated November 1, 2007 regarding authorization of
Share Repurchase.