-----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, Hf7c3EiMrI9LeAn7HmhcuBkXl28dPTYK6m9ss86liAUA//jMu/+oDjZhzfBJp+KR grDK5JkAJjZG//I1DZVYNw== 0001157523-08-003284.txt : 20080424 0001157523-08-003284.hdr.sgml : 20080424 20080424172518 ACCESSION NUMBER: 0001157523-08-003284 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080424 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080424 DATE AS OF CHANGE: 20080424 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: 08775293 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 a5667650.htm 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): April 24, 2008


IMMERSION CORPORATION
(Exact name of registrant as specified in its charter)
______________

Delaware

 

000-27969

 

94-3180138

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer 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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)        On April 24, 2008, Immersion Corporation (the “Company”) announced that it has appointed Ralph Edward Clenton (“Clent”) Richardson as president and chief executive officer of the Company, effective April 28, 2008. Mr. Richardson replaces Victor A. Viegas, who has served as the Company’s chief executive officer since October 2002 and the Company’s president since February 2002. Mr. Richardson, age 46, was chief marketing officer of TiVo, Inc., a provider of technology and services for digital video recorders, from July 2007 through March 2008. In April 2004, Mr. Richardson joined Nortel Networks Inc., a telecommunications networks and solutions company, as vice president of Global Marketing, Enterprise Networks and was promoted to chief marketing officer in October 2004 and served in that capacity through February 2006. From August 2003 to November 2003, Mr. Richardson was a management consultant for America Online, Inc., an internet services and media company. From April 2001 to March 2003, Mr. Richardson was chief sales and marketing officer and a member of the board of directors of T-Mobile U.K., a wireless phone company, and concurrently chairman of T-Mobile Retail, Ltd. Mr. Richardson served as vice president, Worldwide Developer Relations from December 1997 to March 2001 and also as vice president, Worldwide Solutions Marketing (from February 2000 to March 2001) for Apple Computer, Inc., a consumer electronics and software manufacturer. Prior to December 1997, Mr. Richardson served as vice president, Marketing and Sales for Design Intelligence, Inc.; senior manager, Evangelism for Apple Computer, Inc.; vice president and director of Sales for Foster Ousley Conley, Inc.; and held several sales and management positions within GTE Corporation (now part of Verizon) over a five year period including group manager, Major Accounts in California for GTE Mobilenet, a subsidiary of GTE Corporation. Mr. Richardson holds a B.A. in Counseling Psychology from Antioch University.

In connection with the Company’s announcement described above of the appointment of Mr. Richardson as president and chief executive officer, Mr. Viegas, currently president and chief executive officer of the Company, will resign from those positions effective April 28, 2008, but will remain as chairman of the board of directors of the Company.

(e)        In connection with the appointment of Mr. Richardson, the Company has entered into an offer of employment (the “Offer Letter”) dated March 26, 2008. Pursuant to the Offer Letter, Mr. Richardson will be employed as president and chief executive officer of the Company at a salary of $315,000 per annum and a $4,200 per month commuter allowance during the first two years of his employment. Mr. Richardson will be eligible to participate in the executive bonus plan approved by the compensation committee with a target annual bonus of $315,000, which will be prorated for 2008. Mr. Richardson will also receive a sign on bonus in the amount of $40,000 to be paid within his first week of employment. This bonus must be reimbursed on a pro rata basis to the Company in the event Mr. Richardson voluntarily terminates his employment prior to April 28, 2009. The Company will also award Mr. Richardson up to $75,000 to be credited against the bonus to be paid pursuant to the Company’s 2008 executive bonus plan. Mr. Richardson will be granted options to purchase 675,000 shares of common stock of the Company (the “Options”). The Options will vest over four years at the rate of 25% on the one year anniversary of the commencement of his employment, and thereafter in equal monthly installments at the rate of 1/48th per month over the remaining 36 months.

The Company has also entered into an indemnification agreement with Mr. Richardson in form and substance substantially as previously filed by the Company as an exhibit to its annual report on Form 10-K filed with the Securities and Exchange Commission.


The Company has also entered into a retention and ownership change event agreement (the “Retention Agreement”). The Retention Agreement provides for the payment of severance and health insurance premiums upon the occurrence of certain events. In the event that his employment with the Company is terminated by the Company without cause, Mr. Richardson will be entitled to receive a lump sum severance payment equal to 12 months base salary and payments of health insurance premiums for the earlier of 12 months or the date on which Mr. Richardson first becomes eligible to obtain other group health insurance coverage. In the event that Mr. Richardson’s employment with the Company is terminated by the Company without cause or is terminated by him with good reason, in either case, in connection with an ownership change event of the Company, then Mr. Richardson will also be entitled to receive (i) a lump sum severance payment equal to 12 months base salary, (ii) payments of health insurance premiums for the earlier of 12 months or the date on which Mr. Richardson first becomes eligible to obtain other group health insurance coverage, (iii) immediate vesting of all of his then unvested stock and stock options and (iv) a six month post-termination exercise period with respect to stock options then held by him. Payment of the foregoing benefits will be conditioned upon Mr. Richardson’s execution of a general release of claims.

A copy of the press release dated April 24, 2008 announcing these actions is attached hereto as Exhibit 99.1.

On April 24, 2008, in connection with the Company’s leadership transition, the Company entered into a resignation agreement and general release of claims with Mr. Viegas. Under this agreement, Mr. Viegas will make himself available to assist Mr. Richardson in any manner requested by the Company or Mr. Richardson through May 30, 2008, including, the orderly transition of the duties of the Company’s chief executive officer, the transfer of information relevant to the Company’s business and/or customers, and attendance at company or customer meetings. In exchange, the Company will pay Mr. Viegas’ current salary and group health coverage premiums through May 30, 2009. The Company will also allow Mr. Viegas to continue using his company laptop, email address and telephone number so long as he remains a member of the Company’s board of directors. Mr. Viegas will also remain entitled to receive the stock option acceleration benefits upon a change in control of the Company, and continued vesting of his unvested stock options, so long as he remains a member of the Company’s board of directors, and shall have six months from the date he ceases to serve as member of the board of directors to exercise any stock options that remain unexercised as of such date. Mr. Viegas will also be entitled to receive a prorated bonus under his 2008 variable compensation plan to the extent that the Company reaches the minimum GAAP adjusted revenue and GAAP adjusted operating profit (loss) and corporate initiatives, and Mr. Viegas achieves his MBOs for 2008 as set forth therein.

Item 9.01     Financial Statements and Exhibits.
           (d)     Exhibits.

Exhibit No.

Description

 
99.1 Press Release dated April 24, 2008 regarding the appointment of Clent Richardson as President and Chief Executive Officer


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 24, 2008

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 April 24, 2008 regarding the appointment of Clent Richardson as President and Chief Executive Officer

EX-99.1 2 a5667650ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Immersion Appoints Clent Richardson President and CEO

A Global Sales and Marketing Executive, Richardson Brings a Record of Success in Guiding Technology Companies to Greater Growth and Profitability

SAN JOSE, Calif.--(BUSINESS WIRE)--Immersion Corporation (NASDAQ:IMMR), a leading developer and licensor of touch feedback technology (http://www.immersion.com/corporate/), announced today the appointment of Clent Richardson to president and CEO, effective April 28, 2008. The Company also expects that Richardson will be appointed to the Company's Board of Directors at its next board meeting.

“Clent brings strong industry knowledge, proven global business development, sales, and marketing accomplishments, as well as team-building and executive management skills,” said Victor Viegas, Immersion chairman of the board and current president and CEO. “He also brings proven experience in establishing business relationships with leading OEMs, developers, and service providers to create industry-wide support for products and technologies that will help Immersion accelerate the capture of its significant upside potential. I look forward to working with Clent in the transition to his new leadership role and to supporting Immersion’s growth as chairman of the board.”

Most recently, Richardson, 46, was chief marketing officer of TiVo, and earlier, of Nortel Networks. Prior to these positions, he was chief sales and marketing officer and a member of the board of directors of T-Mobile U.K., where, leading a 1,300-person team, he architected the company’s rebranding and go-to-market strategy resulting in increased operational efficiency and double-digit revenue growth. In addition, he was concurrently chairman of T-Mobile Retail, Ltd. where he provided guidance for 130 retail locations and over 400 team members across the U.K. Previously, at Apple, he reported to the co-founder and CEO as vice president of worldwide developer relations and worldwide solutions marketing and built and led a global team that established and strengthened developer and customer relationships around the world. During his more than five years with Apple, Richardson was also senior manager of evangelism, responsible for building and leading a worldwide team that managed global strategic relationships with Adobe, AOL, IBM, Microsoft, Motorola, Sun, and other industry leaders for all Apple divisions. Earlier in his career, Richardson worked at GTE (now part of Verizon), where he advanced through a number of sales and management positions that included P&L responsibility for all wireless major account management and sales in California. He holds a Bachelor of Arts in Counseling Psychology from Antioch University.


“Immersion’s global leadership in innovation, development, and deployment of haptics technology is nearing a tipping point,” said Immersion president and CEO elect Clent Richardson. “Now is the time to build upon and take advantage of the company’s strong financial footing, growing intellectual property portfolio, and global opportunities in the medical, mobility, touch-interface, and gaming markets. With the successful adoption of Immersion’s technology by leading brands in markets around the world, our focus will be to execute growth plans and accelerate customer adoption of our haptics technology worldwide. I look forward to leading Immersion to the next level and beyond and to working with Vic and the board of directors to grow value for our shareholders, customers, and employees.”

“The Board and I thank Vic for his many years of service, which have prepared Immersion with a sound strategy and the financial means for its next phase of growth. We now look forward to his guidance and active involvement as chairman of the board,” said Jack Saltich, lead independent director of Immersion’s Board of Directors. “We are confident that Clent’s management experience on top-tier global executive teams and his solid record of accomplishments in telecommunications, consumer electronics, software, hardware, and technology markets around the world will provide the knowledge and leadership Immersion needs to aggressively pursue its numerous and sizeable opportunities.”

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 (http://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 700 issued or pending patents in the U.S. 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; any statements concerning consumer and market acceptance of force feedback products in general; any statements regarding proposed products or services or future economic conditions or performance; statements of belief; and any statement 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 our business which include, but are not limited to, delay in or failure to achieve commercial demand for our products or a delay in or failure to achieve the acceptance of force feedback as a critical user experience.

For a more detailed discussion of these factors, and other factors that could cause actual results to vary materially, interested parties should review the risk factors listed in our 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 our beliefs and predictions as of the date of this release. We disclaim 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 in the United States and other countries. All other trademarks are the property of their respective owners.

CONTACT:
A&R Edelman
Angie Ayala, +1-650-762-2952
aayala@ar-edelman.com

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