-----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, SWa/Ms3o09islD11I1WhW9EHoSJ6Nua7kb4djyanDr1xiVTiAosK8U+BNyp9qgyy dUD5v50yh9lONWEkrdX4OQ== 0001157523-07-002251.txt : 20070301 0001157523-07-002251.hdr.sgml : 20070301 20070301170122 ACCESSION NUMBER: 0001157523-07-002251 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070228 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070301 DATE AS OF CHANGE: 20070301 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: 07664378 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 a5346337.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, 2007 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) 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 1.01 Entry into a Material Definitive Agreement. On March 1, 2007, Immersion Corporation ("Immersion") issued a press release announcing that it had entered into an agreement (the "Sony Agreement") with Sony Computer Entertainment, Inc. and Sony Computer Entertainment of America, Inc. (together, "Sony") regarding an ongoing business relationship. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference. Pursuant to the Sony Agreement, which will be effective upon the conclusion of the litigation, Immersion will grant Sony and its affiliates a worldwide, non-transferable, non-exclusive license of Immersion's patents for the use, development, manufacture, sale, lease, importation and distribution of its PlayStation and related products. The license does not cover adult, foundry, medical, automotive, industrial, mobility or gambling products. Immersion also granted to Sony a license of Immersion's patents for the use, development, manufacture, sale, lease, importation and distribution, by Sony and through third parties, of haptic game devices for use on Sony PlayStation consoles. Immersion also granted Sony certain other licenses, an option to obtain licenses in the future with respect to future gaming consoles, certain releases and covenants not to sue, as well as agreed not to enforce the permanent injunction issued in March 2005. In exchange for these rights, Sony granted Immersion certain covenants not to sue and agreed to pay Immersion twelve quarterly installments of $1,875,000 (for a total of $22,500,000) beginning on March 31, 2007 and ending on December 31, 2009, and will pay Immersion certain other fees and royalty amounts. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release dated March 1, 2007 regarding the conclusion of the Company's litigation against Sony Computer Entertainment, Inc. and Sony Computer Entertainment of America, Inc. and new business agreement. SIGNATURE 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: March 1, 2007 By: /s/ Stephen Ambler ------------------------------------ Chief Financial Officer and Vice President, Finance EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release dated March 1, 2007 regarding the conclusion of the Company's litigation against Sony Computer Entertainment, Inc. and Sony Computer Entertainment of America, Inc. and new business agreement. EX-99.1 2 a5346337ex991.txt EXHIBIT 99.1 Exhibit 99.1 Immersion and Sony Computer Entertainment Conclude Litigation and Enter into Business Agreement SAN JOSE & FOSTER CITY, Calif.--(BUSINESS WIRE)--March 1, 2007--Immersion Corporation (NASDAQ:IMMR), a leading developer and licensor of touch feedback technology, and Sony Computer Entertainment (SCE) today announced the companies have agreed to conclude their patent litigation at the U.S. Court of Appeals for the Federal Circuit and have entered into a new business agreement to explore the inclusion of Immersion technology in PlayStation(R) format products. "We are pleased to have put this litigation behind us," said Immersion CEO Victor Viegas. "Our new business agreement with Sony Computer Entertainment is specifically intended to enable advanced vibration capability for the benefit of the PlayStation gaming community. We are happy to provide our technology in this regard and hope to make technical proposals very soon with respect to use of our technology in the PlayStation products." Immersion will receive the amount of the judgment entered by the District Court, which includes damages, pre-judgment interest, costs, and interest, in addition to retaining compulsory license fees ordered by the District Court which were already paid. Terms of the business agreement between the parties provide SCE with certain new rights with respect to Immersion's patent portfolio. Additional financial terms are not being disclosed. The conclusion of this litigation and the agreement will have no material impact on Sony's consolidated earnings forecast announced on January 30, 2007. "We look forward to exploring with Immersion exciting new ways to bring the largest and best range of gameplay experiences to our customers," said Kazuo Hirai, President and Group Chief Operating Officer, Sony Computer Entertainment Inc. "We are very excited about our new partnership with Immersion and the potential for new and innovative products incorporating their technologies." About Immersion (www.immersion.com) Founded in 1993, Immersion Corporation is a recognized leader in developing, licensing, and marketing digital touch technology and products. Using Immersion's advanced touch feedback technology (www.immersion.com/corporate/products/), electronic user interfaces can be made more productive, compelling, entertaining, or safer. Immersion's technology is deployed across automotive, entertainment, industrial controls, medical training, mobility, and three-dimensional simulation markets. Immersion's patent portfolio includes over 600 issued or pending patents in the U.S. and other countries. About SCEA Sony Computer Entertainment America Inc. continues to redefine the entertainment lifestyle with its PlayStation(R) and PS one(TM) game console, the PlayStation(R)2 and PLAYSTATION(R)3 computer entertainment systems and the PSP(R) (PlayStation(R)Portable) system. Recognized as the undisputed industry leader, Sony Computer Entertainment America Inc. markets the PlayStation family of products and develops, publishes, markets and distributes software for the PS one game console, the PlayStation 2 and PLAYSTATION 3 computer entertainment systems and the PSP system for the North American market. Based in Foster City, Calif. Sony Computer Entertainment America Inc. serves as headquarters for all North American operations and is a wholly owned subsidiary of Sony Computer Entertainment Inc. About SCEI Recognized as the global leader and company responsible for the progression of consumer-based computer entertainment, Sony Computer Entertainment Inc. (SCEI) manufacturers, distributes and markets the PlayStation(R) game console, the PlayStation(R)2 computer entertainment system, the PSP(R) (PlayStation(R)Portable) handheld entertainment system and the upcoming, much-anticipated PLAYSTATION(R)3 (PS3(TM)) system. PlayStation has revolutionized home entertainment by introducing advanced 3D graphic processing, and PlayStation 2 further enhances the PlayStation legacy as the core of home networked entertainment. PSP is a new handheld entertainment system that allows users to enjoy 3D games, with high-quality full-motion video, and high-fidelity stereo audio. PS3 is an advanced computer system, incorporating the state-of-the-art Cell processor with super computer like power. SCEI, along with its subsidiary divisions Sony Computer Entertainment America Inc., Sony Computer Entertainment Europe Ltd., and Sony Computer Entertainment Korea Inc. develops, publishes, markets and distributes software, and manages the third party licensing programs for these platforms in the respective markets worldwide. Headquartered in Tokyo, Japan, Sony Computer Entertainment Inc. is an independent business unit of the Sony Group. 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; any statements concerning the possible inclusion of vibro-tactile or force feedback technologies in peripheral devices for consumer gaming, or sales of vibro-tactile or force feedback peripheral devices for consumer gaming; any statements regarding consumer response that may occur as a result of having touch feedback in peripheral devices or consumer and market acceptance of touch feedback products in general; any statements regarding proposed products or services; any statements regarding future economic conditions or performance; statements of belief; and any statement or assumption 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 products or the licensed products or a delay in or failure to achieve the acceptance of touch feedback as a critical user experience. For a more detailed discussion of these factors, and other factors that could cause Immersion's actual results to vary materially, interested parties should review the risk factors listed in Immersion'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 Immersion's beliefs and predictions as of the date of this release. Immersion 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 and the Immersion logo are trademarks of Immersion Corporation. "PlayStation" and "PLAYSTATION" are registered trademarks of Sony Computer Entertainment, Inc. All other trademarks are the property of their respective owners. CONTACT: A&R Edelman for Immersion Corporation Alexandra Skillman, +1-650-762-2842 askillman@ar-edelman.com or Sony Computer Entertainment America Dave Karraker, +1-650-655-6044 Dave_karraker@playstation.sony.com or Sony Computer Entertainment Inc. Corporate Communications, +81.3.6438.8686 -----END PRIVACY-ENHANCED MESSAGE-----