-----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, PJdQIWTLbzIWcl5lcjwIchwjGFFoHGPj1QQjeA30fHJf4U0FcY82IVrndXgG7nsm lmUqZ7fenLXEL3/dkGD1uA== 0001157523-06-002092.txt : 20060228 0001157523-06-002092.hdr.sgml : 20060228 20060228161650 ACCESSION NUMBER: 0001157523-06-002092 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060228 DATE AS OF CHANGE: 20060228 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: 06651171 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 a5091206.txt IMMERSION CORPORATION 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): February 28, 2006 IMMERSION CORPORATION (Exact name of registrant as specified in its charter) ---------------------- Delaware 000-27969 94-3180138 - ---------------------------- ------------ --------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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, unless expressly incorporated by specific reference in such filing. On February 28, 2006, Immersion issued a press release (the "Press Release") announcing Immersion's financial results for the quarter ended December 31, 2005. 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 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release dated February 28, 2006 regarding financial information for Immersion for the quarter ended December 31, 2005. 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: February 28, 2006 By: /s/ Stephen M. Ambler --------------------- Stephen M. Ambler Chief Financial Officer and Vice President, Finance EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated February 28, 2006 regarding financial information for Immersion for the quarter ended December 31, 2005. EX-99.1 2 a5091206ex99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 Immersion Corporation Reports Fourth Quarter 2005 Financial Results SAN JOSE, Calif.--(BUSINESS WIRE)--Feb. 28, 2006--Immersion Corporation, (Nasdaq:IMMR), a leading developer and licensor of touch feedback technology, today announced revenues of $6.9 million for the quarter ended December 31, 2005 compared to revenues of $7.4 million for the fourth quarter of 2004. Net loss for the fourth quarter of 2005 was $3.0 million, or $0.12 per share, an increase of 4 percent compared to a net loss of $2.9 million, or $0.12 per share, for the fourth quarter of 2004. Revenues for the year ended December 31, 2005 were $24.3 million compared to revenues of $23.8 million for the year ended December 31, 2004. Net loss for the year ended December 31, 2005 was $13.1 million, or $0.54 per share, an improvement of 37 percent compared to a net loss of $20.7 million, or $0.91 per share, for the year ended December 31, 2004. As of December 31, 2005, Immersion had cash and cash equivalents totaling $28.2 million. "Over the first three quarters of the year, our total Gaming business revenue increased by 41 percent over the comparable period in 2004," said Vic Viegas, Immersion CEO. "Although we anticipated somewhat lower revenue in fourth quarter due to next-generation console transitions, the impact of consumer purchase delays and shortages of the new Microsoft Xbox 360 contributed to a greater decline than we, and many in the industry, expected. The magnitude of the downturn in the video console gaming market was a major factor in our disappointing fourth quarter revenue and net loss. "In January 2006, our Mobility business reached a significant milestone with the launch of the first VibeTonz-enabled GSM mobile phone. Our first phone for the European market as well, the Samsung SGH-E770 is designed for mass-market appeal. It is currently being offered by Orange in the U.K. and France, T-Mobile in Germany and the U.K, and others to come. There are currently eight operators across three continents, representing approximately 220 million subscribers, who offer GSM or CDMA mobile phones with our VibeTonz technology. "In our patent infringement suit against Sony Computer Entertainment, Inc. and Sony Computer Entertainment of America, Inc., on June 16, 2005, Sony appealed the judgment, including the $90.7 million award, the injunction, and the compulsory license to the United States Court of Appeals for the Federal Circuit. We expect the appeal briefing to be completed by the end of March 2006. We remain confident of our position in the appeal process," concluded Viegas. In a related suit, Immersion and Electro Source announced today that they have settled Immersion's patent infringement action against Electro Source filed in September 2004, and, as part of the settlement, Electro Source has taken a license for Immersion patents related to vibro-tactile devices for consumer gaming peripherals. Immersion will host a conference call with company management on Tuesday, February 28, 2006 at 5:00 p.m. Eastern time to discuss operating results for the fourth quarter ended December 31, 2005. 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 2397525. The call will be archived and available for replay until March 7, 2006, by dialing +1 800.642.1687 and entering confirmation number 2397525. 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 until February 28, 2007. 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 automotive, entertainment, medical training, mobility, personal computing, and three-dimensional simulation markets. Immersion's patent portfolio includes over 500 issued or pending patents in the United States and other countries. 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; any statements regarding projections of earnings, revenues, or other cash receivables which are contingent upon Sony's compliance with court orders; statements regarding Immersion's ability to keep any cash received from Sony to date after completion of the appeals process or other judicial proceedings; statements regarding the prospects and consequences of any negative rulings from the appeals court on the judgment, including the damages award; 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; 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; and risks and uncertainties associated with the ongoing litigation. 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. Immersion, the Immersion logo, and VibeTonz are trademarks of Immersion Corporation in the U.S. and other countries. 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 Years Ended December 31, Ended December 31, 2005 2004 2005 2004 -------- --------- --------- --------- Revenues: Royalty and license $2,615 $3,505 $8,888 $8,778 Product sales 3,434 3,066 12,762 11,644 Development contracts and other 823 872 2,627 3,341 -------- --------- --------- --------- Total revenues 6,872 7,443 24,277 23,763 -------- --------- --------- --------- Costs and expenses: Cost of product sales (exclusive of amortization of intangibles shown separately below) 1,638 1,672 6,446 6,255 Sales and marketing 3,073 3,293 11,649 11,312 Research and development 1,520 2,013 6,003 7,985 General and administrative 3,081 3,111 10,638 17,133 Amortization of intangibles 206 363 1,256 1,470 Restructuring 0 0 185 0 -------- --------- --------- --------- Total costs and expenses 9,518 10,452 36,177 44,155 -------- --------- --------- --------- Operating loss (2,646) (3,009) (11,900) (20,392) Interest and other income (expense), net (271) (3) (1,027) (497) -------- --------- --------- --------- Loss before provision for income taxes (2,917) (3,012) (12,927) (20,889) Benefit (provision) for income taxes (48) 151 (158) 151 -------- --------- --------- --------- Net loss $(2,965) $(2,861) $(13,085) $(20,738) ======== ========= ========= ========= Basic and diluted net loss per share $(0.12) $(0.12) $(0.54) $(0.91) -------- --------- --------- --------- Shares used in calculating basic and diluted net loss per share 24,244 23,428 24,027 22,698 -------- --------- --------- --------- Immersion Corporation Condensed Consolidated Balance Sheets (In thousands) December 31, December 31, 2005 2004 (Unaudited) (1) ------------- ------------- ASSETS Cash and cash equivalents $28,171 $25,538 Accounts receivable, net 4,650 5,435 Inventories 2,655 1,805 Prepaid expenses and other current assets 1,131 1,280 ------------- ------------- Total current assets 36,607 34,058 Property and equipment, net 1,366 1,174 Intangibles and other assets, net 6,787 7,018 ------------- ------------- TOTAL ASSETS $44,760 $42,250 ============= ============= LIABILITIES Accounts payable $ 2,179 $ 4,038 Accrued compensation 1,193 1,499 Other accrued liabilities 1,604 2,002 Deferred revenue and customer advances 2,741 3,420 Current portion of long-term debt 5 11 ------------- ------------- Total current liabilities 7,722 10,970 Long-term debt 17,490 16,917 Long-term liabilities and deferred revenue 21,343 5,330 Long-term customer advance from Microsoft 15,000 15,000 ------------- ------------- Total liabilities 61,555 48,217 STOCKHOLDERS' DEFICIT (16,795) (5,967) ------------- ------------- TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $44,760 $42,250 ============= ============= (1) Derived from the Company's annual audited financial statements. CONTACT: Immersion Corporation Stephen Ambler, 408-467-1900 invest@immersion.com -----END PRIVACY-ENHANCED MESSAGE-----