-----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, JVbfvueI4ZEPdzOjje/UT2dBN1JempsR5jNIAkiDtvUNbl2W5u3vLBB8UhbKKv26 zjGMpPp3jled2SJ91aH/xg== 0001157523-04-009759.txt : 20041025 0001157523-04-009759.hdr.sgml : 20041025 20041025161046 ACCESSION NUMBER: 0001157523-04-009759 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041025 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041025 DATE AS OF CHANGE: 20041025 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: 041094178 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 a4749839.txt IMMERSION CORPORATION 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 25, 2004 IMMERSION CORPORATION (Exact name of registrant as specified in its charter) ------------------------ Delaware 000-27969 94-3180138 - -------------------------------- ----------------------- ------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer 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) 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 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 October 25, 2004, Immersion issued a press release (the "Press Release") announcing Immersion's financial results for the quarter ended September 30, 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-Q for the quarter ended June 30, 2004 as filed with the SEC on August 13, 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. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ------- ----------- 99.1 Press Release dated October 25, 2004 regarding financial information for Immersion for the quarter ended September 30, 2004. 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 25, 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 October 25, 2004 regarding financial information for Immersion for the quarter ended September 30, 2004. EX-99.1 2 a4749839ex991.txt NEWS RELEASE Exhibit 99.1 Immersion Corporation Reports Third Quarter 2004 Financial Results SAN JOSE, Calif.--(BUSINESS WIRE)--Oct. 25, 2004--Immersion Corporation, (Nasdaq:IMMR), a leading developer and licensor of touch feedback technology, today announced revenues of $5.5 million for the quarter ended September 30, 2004 compared to revenues of $4.1 million for the third quarter of 2003. Net loss on a Generally Accepted Accounting Principles (GAAP) basis for the third quarter of 2004 was $6.9 million, or $0.29 per share, compared to a net loss of $5.2 million, or $0.26 per share, for the third quarter of 2003. As of September 30, 2004, Immersion had cash and cash equivalents totaling $11.9 million as compared to $18.2 million as of June 30, 2004. Revenues for the nine months ended September 30, 2004 were $16.3 million compared to revenues of $11.9 million for the nine months ended September 30, 2003. Net loss for the first nine months of fiscal 2004 was $17.9 million, or $0.80 per share, compared to a net loss of $13.3 million, or $0.66 per share, for the first nine months of fiscal 2003. "This quarter's revenue growth of 34 percent over the same quarter last year was driven by increased product sales and greater contributions from royalties and licensing. In particular, medical product sales increased 30 percent sequentially and more than doubled year-over-year," said Immersion CEO Vic Viegas. "The year-over-year increase in our quarterly loss was due substantially to Sony trial litigation expenses of $3.8 million in the third quarter of this year versus $2.2 million for third quarter last year. In addition, sales and marketing expenses were higher, reflecting the investments we have made to increase medical product sales and expand business development efforts in the mobile phone market. "Yesterday we announced an important agreement with QUALCOMM and our VibeTonz(TM) System products for the mobility market. We have made significant progress in establishing an initial ecosystem around the Samsung phone we expect to be released before the end of the year. "As we announced on September 21, 2004, the jury returned a verdict favorable to Immersion in our patent infringement suit against Sony Computer Entertainment, Inc. and Sony Computer Entertainment of America, Inc. We are pleased the jury found our patents valid and infringed and awarded Immersion damages in the amount of $82.0 million. We continue to evaluate the possible infringement of these and additional patents by companies across all of our businesses," concluded Viegas. Immersion will host a conference call with company management on Monday, October 25, 2004, at 5:00 p.m. EDT to discuss operating results for the third quarter ended September 30, 2004. A question and answer session will follow. To listen to the call, dial +1 800.374.2366 approximately five minutes prior to the start of the call and enter confirmation number 4572190. The call will be archived and available for replay until October 29, 2004, by dialing +1 800.642.1687, and entering confirmation number 4572190. 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 www.immersion.com for replay until October 25, 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 240 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-Q, 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 Nine Months Ended Sept. 30, Ended Sept. 30, 2004 2003 2004 2003 Revenues: Royalty and license $ 1,543 $ 905 $ 5,273 $ 2,542 Product sales 3,255 2,080 8,578 6,693 Development contracts and other 653 1,076 2,469 2,704 ------- ------- -------- -------- Total revenues 5,451 4,061 16,320 11,939 ------- ------- -------- -------- Costs and expenses: Cost of product sales (exclusive of amortization of intangibles shown separately below) 1,822 1,161 4,583 3,729 Sales and marketing 2,730 1,761 8,018 5,437 Research and development 1,881 1,799 5,847 5,227 General and administrative 5,555 3,579 14,022 8,595 Amortization of intangibles and deferred stock compensation 362 609 1,233 1,869 ------- ------- -------- -------- Total costs and expenses 12,350 8,909 33,703 24,857 ------- ------- -------- -------- Operating loss (6,899) (4,848) (17,383) (12,918) Interest and other income (expense), net 36 (369) (494) (400) ------- ------- -------- ------- Net loss $(6,863)$ (5,217) $(17,877) $(13,318) ======= ======= ======== ======== Basic and diluted net loss per share $ (0.29)$ (0.26) $ (0.80) $ (0.66) ------- ------- -------- -------- Shares used in calculating basic and diluted net loss per share 23,329 20,384 22,443 20,237 ------- ------- -------- -------- Immersion Corporation Condensed Consolidated Balance Sheets (In thousands) Sept. 30, Dec. 31, 2004 2003 (1) (Unaudited) ASSETS Cash and cash equivalents $11,943 $21,738 Accounts receivable, net 3,659 4,927 Inventories 1,889 2,099 Prepaid expenses and other current assets 546 1,099 ------ ------ Total current assets 18,037 29,863 Property and equipment, net 1,221 1,454 Intangibles and other assets, net 6,958 6,596 ------ ------ TOTAL ASSETS $26,216 $37,913 ====== ====== LIABILITIES Accounts payable $ 3,672 $ 1,752 Accrued compensation 1,360 864 Other accrued liabilities 1,705 2,066 Deferred revenue and customer advances 2,699 3,116 Current portion of long-term debt 14 33 ------ ------ Total current liabilities 9,450 7,831 Long-term debt 8 16 Long-term liabilities and deferred revenue 6,904 4,235 Long-term customer advance from Microsoft 15,000 27,050 ------ ------ Total liabilities 31,362 39,132 STOCKHOLDERS' DEFICIENCY (5,146) (1,219) ------ ------ TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY $26,216 $37,913 ====== ====== (1) Derived from the Company's annual audited financial statements. CONTACT: Immersion Corporation Gayle Schaffer, 408-467-1900 invest@immersion.com -----END PRIVACY-ENHANCED MESSAGE-----