-----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, Hs7Nq5S4d0NGxqcq3FNhX2kpGIlEg40xDPwlmtRqOH+RXK7HRh2NuNDzZED/l1np jVS/fqBZf9xnlyATI6vP6w== 0001157523-04-003790.txt : 20040426 0001157523-04-003790.hdr.sgml : 20040426 20040426163058 ACCESSION NUMBER: 0001157523-04-003790 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040426 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040426 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: 04754483 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 a4624308.txt IMMERSION CORP 8-K DOCUMENT 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 26, 2004 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 April 26, 2004 regarding financial information for Immersion for the quarter ended March 31, 2004 and forward-looking statements relating to fiscal 2004. 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 or 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying Exhibit 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. On April 26, 2004, Immersion issued a press release (the "Press Release") announcing Immersion's financial results for the quarter ended March 31, 2004 and forward-looking statements relating to fiscal 2004. 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 projections of earnings, revenues, or other financial matters; any statements of the plans, strategies, and objectives of management for future operations; proposed products or services; any statements regarding future economic conditions or performance; and any statements relating to delays in or failure to achieve commercial demand for Immersion's expanded technology offerings or delays in or failure to achieve the acceptance of force feedback as a critical user experience in new and existing markets for our business segments. These and other risks related to Immersion are detailed in Immersion's most recent report on Form 10-K for the year ended December 31, 2003 as filed with the SEC on March 29, 2004. 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: April 26, 2004 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 April 26, 2004 regarding financial information for Immersion for the quarter ended March 31, 2004 and forward-looking statements relating to fiscal 2004. EX-99.1 2 a4624308ex99.txt PRESS RELEASE Exhibit 99.1 Immersion Corporation Reports First Quarter 2004 Financial Results SAN JOSE, Calif.--(BUSINESS WIRE)--April 26, 2004--Immersion Corporation, (Nasdaq:IMMR), a leading developer and licensor of touch feedback technology, today announced revenues for the quarter ended March 31, 2004 of $5.4 million compared to revenues of $3.7 million in the first quarter of 2003. Net loss on a Generally Accepted Accounting Principles (GAAP) basis for the first quarter of 2004 was $6.2 million, or $0.30 per share, compared to a net loss of $3.7 million, or $0.18 per share, for the first quarter of 2003. This quarter's net loss includes approximately $1.0 million, or $0.05 per share, in non-cash charges relating to amortization for stock-based compensation and intangible assets and accretion on our Series A Redeemable Convertible Preferred Stock. This compares to non-cash charges of approximately $0.6 million, or $0.03 per share, attributable to amortization for stock-based compensation and intangible assets in the same quarter last year. Vic Viegas, Immersion's CEO said, "We are pleased with the 43 percent growth in revenues over last year, reflecting the performance of our new sales and marketing team, which is largely responsible for driving our strong top-line results this quarter. Revenues were higher across all revenue categories and across each of our four businesses. In 2004, we expect to see continued revenue growth in our business segments as we expand our technology offerings and increase our penetration of existing and new markets. "Our quarterly loss resulted from higher operating expenses, chiefly the increased litigation expense associated with the Sony lawsuit. Litigation expense was $3.2 million in the first quarter of 2004 or $2.4 million higher than in the first quarter of 2003. While litigation expense is a burden on our mission to achieve profitability, we are prepared to protect and defend our intellectual property. We have taken action to reduce costs in other areas such as the renegotiation of the rent for our San Jose headquarters, which we expect will generate approximately $400,000 in savings over a fifteen month period," Viegas concluded. Immersion will host a conference call with company management on Monday, April 26, 2004, at 5:00 p.m. Eastern time to discuss operating results for the first quarter ended March 31, 2004. A question and answer session will follow. To listen to the call, dial (800) 374-2366, reservation number 4572176. The call will be archived and available for replay until April 30, 2004, by dialing (800) 642-1687, reservation number 4572176. 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 April 26, 2005. About Immersion (www.immersion.com) Founded in 1993, Immersion Corporation is a recognized leader in developing, licensing and marketing digital touch technology and products. Bringing value to markets where man-machine interaction needs to be made more compelling, safer, or productive, Immersion helps its partners broaden market reach by making the use of touch 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 more than 230 issued patents worldwide. Forward-Looking Statements This press release contains "forward-looking statements" that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of Immersion Corporation and its consolidated subsidiaries to differ materially from those expressed or implied by such forward-looking statements. All statements, other than the statements of historical fact, are statements that may be deemed forward-looking statements, including any projections of earnings, revenues, or other financial matters; any statements of the plans, strategies, and objectives of management for future operations; proposed products or services; any statements regarding future economic conditions or performance; and statements of belief or assumptions underlying any of the foregoing. 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 which include, but are not limited to, delay in or failure to achieve commercial demand for Immersion's expanded technology offerings or a delay in or failure to achieve the acceptance of force feedback as a critical user experience in new and existing markets for our business segments. For a more detailed discussion of these factors, and other factors that could cause the Company's actual results to vary materially, interested parties should review the risk factors listed in the Company's most current Form 10-K, which is on file with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release reflect the Company's beliefs and predictions as of the date of this release. The Company disclaims any obligation to update these forward-looking statements as a result of financial, business, or any other developments occurring after the date of this release. The Immersion logo is a trademark of Immersion Corporation. All other trademarks are the property of their respective owners. Immersion Corporation Condensed Consolidated Statements of Operations (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, 2004 2003 --------- --------- Revenues: Royalty and license $ 1,831 $ 833 Product sales 2,444 2,148 Development contracts and other 1,080 755 --------- --------- Total revenues 5,355 3,736 --------- --------- Costs and expenses: Cost of product sales (exclusive of amortization of intangibles shown separately below) 1,221 1,106 Sales and marketing 2,462 1,791 Research and development 1,889 1,689 General and administrative 4,878 2,156 Amortization of intangibles and deferred stock compensation 513 649 --------- --------- Total costs and expenses 10,963 7,391 --------- --------- Operating loss (5,608) (3,655) Interest and other income (expense), net (560) (2) --------- --------- Net loss $ (6,168) $ (3,657) ========= ========= Basic and diluted net loss per share $ (0.30) $ (0.18) --------- --------- Shares used in calculating basic and diluted net loss per share 20,791 20,144 --------- --------- Immersion Corporation Condensed Consolidated Balance Sheets (In thousands) March 31, December 31, 2004 2003 (1) (Unaudited) ASSETS ----------- ------------ Cash and cash equivalents $ 18,788 $ 21,738 Accounts receivable, net 2,971 4,927 Inventories 2,393 2,099 Prepaid expenses and other current assets 973 1,099 ----------- ------------ Total current assets 25,125 29,863 Property and equipment, net 1,368 1,454 Intangibles and other assets, net 6,685 6,596 TOTAL ASSETS $ 33,178 $ 37,913 =========== ============ LIABILITIES Accounts payable $ 1,931 $ 1,752 Accrued compensation 1,287 864 Other accrued liabilities 2,567 2,066 Deferred revenue and customer advances 1,920 3,116 Current portion of long-term debt 28 33 ----------- ------------ Total current liabilities 7,733 7,831 Long-term debt 13 16 Long-term liabilities and deferred revenue 4,157 4,235 Long-term customer advance from Microsoft 27,437 27,050 ----------- ------------ Total liabilities 39,340 39,132 STOCKHOLDERS' DEFICIENCY (6,162) (1,219) ----------- ------------ TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY $ 33,178 $ 37,913 =========== ============ (1) Derived from the Company's annual audited financial statements. CONTACT: Immersion Corporation Mike Zuckerman, 408-467-1900 Invest@immersion.com -----END PRIVACY-ENHANCED MESSAGE-----