-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TI9ngu3fmmC5LXWhslAagTE/LaU9+S8h6TmwCeakPBnarL/Oc3Z0AHOY3ad/NghW e0t/TP77tVLT8zyjOBqgzQ== 0001157523-03-005883.txt : 20031027 0001157523-03-005883.hdr.sgml : 20031027 20031027161441 ACCESSION NUMBER: 0001157523-03-005883 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031027 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMERSION CORP CENTRAL INDEX KEY: 0001058811 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 943180138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27969 FILM NUMBER: 03958703 BUSINESS ADDRESS: STREET 1: 801 FOX LANE CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084671900 MAIL ADDRESS: STREET 1: 801 FOX LANE CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: IMMERSION HUMAN INTERFACE CORP DATE OF NAME CHANGE: 19980602 8-K 1 a4501892.txt IMMERSION CORP. 8-K 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): October 27, 2003 IMMERSION CORPORATION (Exact name of registrant as specified in its charter) ------------------------- Delaware 000-27969 94-3180138 - ---------------------------- ---------------------- ------------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) 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) Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description - ----------- ------------ 99.1 Press Release dated October 27, 2003 regarding financial information for Immersion for the quarter ended September 30, 2003 and forward-looking statements relating to fiscal 2003. Item 12. Results of Operations and Financial Condition. The information in this Current Report on Form 8-K and the Exhibit 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 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not 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. On October 27, 2003, Immersion issued a press release (the "Press Release") announcing the Company's financial results for the quarter ended September 30, 2003 and forward-looking statements relating to fiscal 2003. 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. This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. Such risks include or relate to Immersion's future revenue and operating results, consumer and industry demand for haptic technology and haptically enabled products, Immersion's ability to increase market share and to succeed in new markets, realization of revenues and other benefits under third party agreements and the effect of the economic downturn. These and other risks related to Immersion are detailed in Immersion's most recent reports on Form 10-K for the year ended December 31, 2002 as filed with the SEC on March 28, 2003 and Form 10-Q for the quarter ended June 30, 2003, as filed with the SEC on August 14, 2003. Immersion does not undertake any obligation to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise. 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: October 27, 2003 By: /s/ Victor Viegas ------------------ Victor Viegas President, Chief Executive Officer, Chief Financial Officer and Director EXHIBIT INDEX ------------- Exhibit No. Description - ---------- ----------- 99.1 Press Release dated October 27, 2003 regarding financial information for Immersion for the quarter ended September 30, 2003 and forward-looking statements relating to fiscal 2003. EX-99 3 a4501892ex991.txt EXHIBIT 99.1 PRESS RELEASE EXHIBIT 99.1 Immersion Corporation Reports Third Quarter 2003 Financial Results SAN JOSE, Calif.--(BUSINESS WIRE)--Oct. 27, 2003--Immersion Corporation (Nasdaq:IMMR), a leading developer and licensor of touch feedback technology, today announced revenues for the quarter ended September 30, 2003 of $4.1 million compared to revenues of $4.5 million in the third quarter of 2002. Net loss on a GAAP (Generally Accepted Accounting Principles) basis for the third quarter of 2003 was $5.2 million, or $0.26 per share, compared to a net loss of $4.4 million, or $0.22 per share, for the third quarter of 2002. This quarter's net loss includes non-cash amortization charges for stock-based compensation and intangible assets totaling $609,000, which reduced earnings by approximately $0.03 per share. This compares to non-cash charges of $748,000, attributable to non-cash amortization for stock-based compensation and intangible assets that reduced earnings by $0.04 per share for the same quarter last year. Revenues for the nine months ended September 30, 2003 were $11.9 million compared to revenues of $14.7 million for the nine months ended September 30, 2002. Net loss for the first nine months of fiscal 2003 was $13.3 million, or $0.66 per share, compared to the net loss of $10.2 million, or $0.51 per share, for the first nine months of fiscal 2002. Vic Viegas, Immersion's CEO, said, "Our revenues for the quarter were impacted by some medical product sales slipping into the fourth quarter and our operating expenses were higher due to the costs associated with the litigation to protect our patent portfolio. We ended the quarter with a cash balance of $26.9 million. This increased cash balance was primarily a result of the agreements announced with Microsoft this past July. As a result, the Immersion team is better positioned to execute our strategy and drive business forward." Viegas concluded, "We have also begun to earn some modest development revenue from cell phone handset manufacturers for whom we have developed prototypes with haptic features. These prototypes demonstrate our advances in force feedback fidelity and our success in making our technology more miniaturized, less expensive, wireless, with lower power consumption and available in a form that can fit into a cell phone. We are pleased with the response that we have received thus far and continue to view the cell phone/PDA market as one of the next growth catalysts for Immersion." About Immersion Corporation (www.immersion.com) Founded in 1993, Immersion Corporation is a recognized leader in developing, licensing and marketing haptic technology and products. Bringing value to markets where user/product interaction needs to be made more compelling, safe or productive, Immersion helps its partners develop and increase competitive advantage and broaden market reach by making the use of touch sense feedback as critical a user experience as sight and sound. Immersion's technology is deployed across personal computing, entertainment, medical training, automotive and three-dimensional simulation markets. Immersion and its wholly owned subsidiaries hold over 190 issued patents worldwide. Immersion will host a conference call with company management on Monday, October 27, 2003, at 5:00 p.m. EST to discuss operating results for the third quarter ended September 30, 2003. A question and answer session will follow. To listen to the call, dial 800-365-3378, reservation number 20977312. The call will be archived and available for replay until October 31, 2003, by dialing 800-633-8284, reservation number 20977312. The call will also be simulcast on the Internet through Immersion Corporation's web site, http://www.immersion.com. An audio replay of the call will be archived and available at http://www.immersion.com for replay until October 31, 2004. Statements made in this press release, other than statements of historical fact, are forward-looking statements including those that reflect management's current forecast of Immersion's future revenue and operating results, consumer and industry demand for haptic technology and haptically enabled products, Immersion's ability to increase market share and to succeed in new markets, including the cell phone/PDA market, realization of revenues and other benefits under third party agreements, and the effects of the economic downturn. Forward-looking statements made in this press release are based on current information, which management has assessed but which by its nature is dynamic and subject to rapid and even abrupt changes. Immersion's actual results might differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with Immersion's business. Risks and uncertainties related to Immersion's business are further outlined in Immersion's Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. These reports are filed with the Securities and Exchange Commission. These factors may not constitute all factors that could cause actual results to differ materially from those discussed in any forward-looking statement. Immersion is not obligated to revise or update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release. Immersion Corporation Condensed Consolidated Statements of Operations (In thousands, except per share amounts) (Unaudited) Three Months Nine Months Ended Sept. 30, Ended Sept. 30, 2003 2002 2003 2002 -------- -------- -------- -------- Revenues: Royalty and license $ 905 $ 878 $ 2,542 $ 3,745 Product sales 2,080 2,612 6,693 7,831 Development contracts and other 1,076 987 2,704 3,167 -------- -------- -------- -------- Total revenues 4,061 4,477 11,939 14,743 -------- -------- -------- -------- Costs and expenses: Cost of product sales (exclusive of amortization of intangibles shown separately below) 1,161 1,623 3,729 4,387 Sales and marketing 1,761 1,607 5,437 5,533 Research and development 1,799 1,557 5,227 4,848 General and administrative 3,579 2,062 8,595 5,853 Amortization of intangibles and deferred stock compensation 609 748 1,869 2,374 Other charges -- -- -- 397 -------- -------- -------- -------- Total costs and expenses 8,909 7,597 24,857 23,392 -------- -------- -------- -------- Operating loss (4,848) (3,120) (12,918) (8,649) Interest and other income (expense), net 48 (1,312) 17 (1,508) -------- -------- -------- -------- Net loss (4,800) (4,432) (12,901) (10,157) Cumulative dividends and accretion on series A preferred stock (417) -- (417) -- -------- -------- -------- -------- Net loss applicable to common stockholders $ (5,217) $ (4,432) $(13,318) $(10,157) ======== ======== ======== ======== Basic and diluted net loss per share $ (0.26) $ (0.22) $ (0.66) $ (0.51) -------- -------- -------- -------- Shares used in calculating basic and diluted net loss per share 20,384 20,113 20,237 19,825 -------- -------- -------- -------- Immersion Corporation Condensed Consolidated Balance Sheets (In thousands) Sept. 30, Dec. 31, 2003 2002(1) (Unaudited) --------- --------- ASSETS Cash and cash equivalents $ 26,896 8,717 Accounts receivable, net 3,161 3,645 Inventories 2,125 2,128 Prepaid expenses and other current assets 342 1,151 --------- --------- Total current assets 32,524 15,641 Property and equipment, net 1,443 2,044 Intangibles and other assets, net 6,613 6,616 Other investments 1,000 1,000 --------- --------- TOTAL ASSETS $ 41,580 $ 25,301 ========= ========= LIABILITIES Accounts payable $ 1,339 $ 1,160 Accrued compensation 950 671 Other accrued liabilities 1,420 1,311 Deferred revenue and customer advances 5,075 3,515 Current portion of long-term debt 36 86 --------- --------- Total current liabilities 8,820 6,743 Long-term debt 23 51 Long-term liabilities and deferred revenue 24,320 4,559 Series A redeemable convertible preferred stock 6,417 - --------- --------- Total liabilities 39,580 11,353 STOCKHOLDERS' EQUITY 2,000 13,948 --------- --------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 41,580 $ 25,301 ========= ========= (1) Derived from the Company's annual audited financial statements. CONTACT: Immersion Corporation Bridget McQueen, 408-467-1900 Invest@immersion.com -----END PRIVACY-ENHANCED MESSAGE-----