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
March 9, 2011
Date of Report (Date of earliest event reported)
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) |
(I.R.S. Employer Identification No.) |
801 Fox Lane, San Jose, CA | 95131 | |
(Address of principal executive offices) | (Zip Code) |
(408) 467-1900
(Registrants telephone number, including area code)
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 obligations of the registrant under any of the following provisions (see General Instruction A.2 below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
x | 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 9, 2011, Immersion Corporation (Immersion) entered into an agreement with Dialectic Capital Partners, LP and related entities (the Dialectic Group), pursuant to which Immersion agreed to (i) nominate Mr. John Fichthorn and Mr. Carl Schlachte to stand for election as members, with terms to expire at the 2014 annual meeting, of the Immersion Board of Directors (the Board) at the 2011 Annual Meeting of Stockholders (the Annual Meeting); (ii) that until the one-year anniversary of the Annual Meeting, Immersion will not increase the size of the Board to more than seven members; and (iii) the Annual Meeting will be held no later than June 30, 2011.
In addition, pursuant to the agreement, the Dialectic Group agreed to (i) withdraw its nomination of two candidates for election to the Board at the Annual Meeting; (ii) vote in favor of Immersions proposed slate of directors at the Annual Meeting; and (iii) certain standstill restrictions which will expire on the one year anniversary of the Annual Meeting. Immersion also agreed to reimburse the Dialectic Group for certain of its documented out-of-pocket fees and expenses in connection with the agreement and its nomination.
The description of the terms of the agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 99.1 and is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On March 9, 2011, Mr. John Hodgman and Ms. Emily Liggett confirmed to Immersion that they would not stand for re-election as members of the Board at the Annual Meeting. There were no disagreements between either Mr. Hodgman or Ms. Liggett and Immersion regarding any matter relating to Immersions operations, policies or practices.
As disclosed in the attached press release, the Board plans to nominate Mr. John Fichthorn and Mr. Carl Schlachte to stand for election as members of Immersions Board at the Annual Meeting.
Item 8.01. Other Events.
On March 10, 2011, Immersion issued a press release announcing its director nominees for election at the Annual Meeting and the agreement with the Dialectic Group. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. |
Exhibit Title | |
99.1 | Agreement, dated as of March 9, 2011 by and among Immersion Corporation, Dialectic Capital Partners, LP and the other parties set forth on the signature pages thereto. | |
99.2 | Press release, dated as of March 10, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
IMMERSION CORPORATION | ||||||
Date: March 10, 2011 | By: | /s/ Amie Peters | ||||
Name: | Amie Peters | |||||
Title: | General Counsel and VP, Legal |
Exhibit List
Exhibit No. |
Exhibit Title | |
99.1 | Agreement, dated as of March 9, 2011 by and among Immersion Corporation, Dialectic Capital Partners, LP and the other parties set forth on the signature pages thereto. | |
99.2 | Press release, dated as of March 10, 2011. |
Exhibit 99.1
AGREEMENT
THIS AGREEMENT (Agreement), dated as of March 9, 2011, is made by and between Immersion Corporation, a Delaware corporation (Immersion or the Company), and the entities and natural persons listed on the signature pages hereto (collectively, the Dialectic Group) (each of the Company and the Dialectic Group, a Party to this Agreement, and collectively, the Parties).
WHEREAS, the Dialectic Group may be deemed to beneficially own shares of common stock of Immersion (the Common Stock) totaling, in the aggregate, 1,467,861 shares, or approximately 5.2% of the Common Stock issued and outstanding on the date hereof.
WHEREAS, the Dialectic Group has provided notice to the Company of its intention to nominate two persons to the board of directors of the Company at Immersions 2011 annual meeting of stockholders (the Annual Meeting) and to communicate with stockholders of the Company in connection with the election of directors of the Company at the Annual Meeting.
WHEREAS, Immersion and the Dialectic Group have agreed that it is in their mutual interests to enter into this Agreement to set forth, among other things, the parties mutual understanding relating to the Annual Meeting.
NOW, THEREFORE, in consideration of the premises and the representations, warranties, and agreements contained herein, and other good and valuable consideration, the Parties mutually agree as follows:
1. Representations and Warranties of the Dialectic Group. The Dialectic Group represents and warrants to Immersion that (a) this Agreement has been duly authorized, executed and delivered by each member of the Dialectic Group, and is a valid and binding obligation of each member of the Dialectic Group, enforceable against each member of the Dialectic Group in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; and (b) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of, any law, any order of any court or other agency of government, applicable to any member of the Dialectic Group or to which any member of the Dialectic Group is a party, or the organizational documents of any member of the Dialectic Group.
2. Representations and Warranties of Immersion. Immersion hereby represents and warrants to the Dialectic Group that (a) this Agreement has been duly authorized, executed and delivered by Immersion, and is a valid and binding obligation of Immersion, enforceable against Immersion in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; and (b) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof,
will not conflict with, or result in a breach or violation of, any law, any order of any court or other agency of government, Immersions Certificate of Incorporation or Bylaws, or any agreement to which Immersion is a party or is bound, nor trigger any change of control provision in any agreement to which Immersion is a party.
3. Annual Meeting.
(a) Immersion agrees to take all actions necessary and appropriate to nominate for election at the Annual Meeting as Class III directors of the Immersion Board of Directors (the Board) Mr. Carl Schlachte and Mr. John Fichthorn (together, the 2011 Nominees) and to recommend, and reflect such recommendation in the Companys definitive proxy statement in connection with the Annual Meeting (the 2011 Proxy Statement), that the shareholders of the Company vote to elect the 2011 Nominees as Class III directors of the Board at the Annual Meeting.
(b) The Dialectic Group hereby irrevocably withdraws its letter dated December 30, 2010 nominating two candidates for election to the Board at the Annual Meeting.
(c) At the Annual Meeting, the Dialectic Group agrees to vote, and cause their respective officers, directors, employees, agents, Affiliates and Associates, to vote, all of the shares of Common Stock beneficially owned by them or over which it has or shares voting power in favor of the election of the 2011 Nominees.
(d) The Company agrees that during the Standstill Period (as defined below), it shall not, and shall cause the Board not to, take any action to increase the number of members on the Board to more than seven (7) directors.
(e) The Company agrees that it shall hold the Annual Meeting no later than June 30, 2011.
4. Standstill. Each member of the Dialectic Group agrees that, from the date of this Agreement until the one-year anniversary of the date of the Annual Meeting (the Standstill Period), neither it nor any of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner:
(i) engage in any solicitation of proxies or consents or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Securities Exchange Act of 1934, as amended or the rules or regulations thereunder (the Exchange Act)) of proxies or consents (including, without limitation, any solicitation of consents to call a special meeting of stockholders, action by written consent of stockholders and any solicitation or nomination pursuant to Rule 14a-11 under the Exchange Act), in each case, with respect to securities of the Company;
(ii) seek to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company at annual or special meeting of stockholders, except in accordance with Section 4(a)(vii);
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(iii) form, join or in any way participate in any group (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a group that includes all or some lesser number of the persons identified herein as part of the Dialectic Group);
(iv) deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the Dialectic Group;
(v) control, influence or seek to control or influence the Board, other than through non public communications with the officers and directors of the Company;
(vi) seek or encourage any person to submit nominations in furtherance of a contested solicitation for the election or removal of directors with respect to the Company or any solicitation or nomination pursuant to Rule 14a-11 under the Exchange Act;
(vii)(1) make any proposal for consideration by stockholders at any annual or special meeting of stockholders or (2) make any offer or proposal (with or without conditions) with respect to a merger, acquisition, disposition or other business combination involving the Dialectic Group and the Company;
(viii) seek, alone or in concert with others, representation on the Board; or
(ix) make any request to amend, waive or terminate any provision of this Agreement, other than through non public communications with the officers and directors of the Company that do not trigger any disclosure obligation on the part of the Company or any member of the Dialectic Group;
provided, however, that nothing herein will limit the ability of (1) any member of the Dialectic Group, or its respective Affiliates and Associates, except as otherwise provided in Section 3, to vote its shares of Common Stock on any matter submitted to a vote of the stockholders of the Company in such manner as it may determine in its sole discretion; (2) the Dialectic Group to announce its opposition to any Board-approved and publicly-announced proposals, including, but not limited to, a merger, acquisition, disposition of all or substantially all of the assets of the Company or other business combination or divestiture involving the Company; (3) the Dialectic Group to file a Schedule 13D/A with the Securities and Exchange Commission disclosing the execution of this Agreement and terminating their status as a group; or (4) any member of the Dialectic Group, or its respective Affiliates and Associates from taking any action as in the opinion of counsel is reasonably required to comply with applicable law (including any Federal or State securities laws, rules or regulations or the rules and regulations of any stock exchange or stock market).
As used in this Agreement, the terms Affiliate and Associate shall have the respective meanings set forth in Rule 12b-2 promulgated by the SEC under the Exchange Act.
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5. Public Announcement. Immersion and the Dialectic Group shall promptly disclose the existence of this Agreement after its execution pursuant to a joint press release that is mutually acceptable to the parties, including a description of the material terms of this Agreement. Subject to applicable law, none of the Parties shall disclose the existence of this Agreement until the joint press release is issued. During the Standstill Period, the Parties agree that each Party shall refrain from any disparagement, defamation, libel or slander with respect to any other Party and from publicly criticizing any other Party or a Partys respective Affiliates and Associates. Nothing in this Agreement shall prohibit or be construed to prohibit any member of the Dialectic Group or any of its Affiliates and Associates from commenting or presenting its views on any issue or matter that has been publicly disclosed by the Company and making any filings with the Securities and Exchange which in the opinion of counsel any of the foregoing parties is reasonably required to make in connection therewith.
6. Remedies.
(a) Each of the Parties acknowledges and agrees that a breach or threatened breach by any Party may give rise to irreparable injury inadequately compensable in damages, and accordingly each Party shall be entitled to seek injunctive relief to prevent a breach of the provisions hereof and to enforce specifically the terms and provisions hereof in any state or federal court having jurisdiction, in addition to any other remedy to which such aggrieved Party may be entitled to at law or in equity, and without posting a bond or other security.
(b) In the event a Party institutes any legal action to enforce such Partys rights under, or recover damages for breach of this Agreement, the prevailing party or parties in such action shall be entitled to recover from the other party or parties all costs and expenses, including but not limited to reasonable attorneys fees, court costs, witness fees, disbursements and any other expenses of litigation or negotiation incurred by such prevailing party or parties.
7. Expenses. The Company shall reimburse the Dialectic Group for its reasonable, documented out-of-pocket fees and expenses incurred in connection with matters related to the Annual Meeting and the negotiation and execution of this Agreement in the amount of $100,000 in the aggregate. Mr. Fichthorn agrees not to accept any cash compensation as a member of the Board until the amount of foregone compensation equals $100,000.
8. Releases.
(a) The Dialectic Group hereby agrees for the benefit of Immersion, and each controlling person, officer, director, shareholder, agent, affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present, of Immersion (Immersion and each such person being an Immersion Released Person) as follows:
(i) The Dialectic Group, for themselves and for their members, officers, directors, assigns, agents and successors, past and present, hereby agrees and confirms that, effective from and after the date of this Agreement, they hereby acknowledge full and complete satisfaction of, and covenant not to sue, and forever fully release and discharge each Immersion Released Person of, and hold each Immersion Released Person harmless from, any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys fees,
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expenses, suits, losses and causes of action of any nature whatsoever, whether known or unknown, suspected or unsuspected (collectively, Claims) and arising out of or related to the Companys solicitation of nominees for directors and related proxy solicitation in connection with the Annual Meeting (collectively, Dialectic Claims) that the Dialectic Group may have against the Immersion Released Persons, in each case with respect to events occurring prior to the date of the execution of this Agreement.
(ii) The Dialectic Group understands and agree that the Dialectic Claims released by the Dialectic Group above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Dialectic Claims as described above. The Dialectic Group understands that they may hereafter discover facts different from or in addition to what they now believe to be true, which if known, could have materially affected this release of Dialectic Claims, but they nevertheless waive any claims or rights based on different or additional facts.
(b) The Dialectic Group agrees that, except as counsel to the Dialectic Group or any of its Affiliates and Associate reasonably determines is required in order for members of the Dialectic Group to comply with their respective fiduciary duties to their investors, (i) no member of the Dialectic Group shall, without the consent of Immersion, instigate, solicit, assist, intervene in, or otherwise voluntarily participate in any litigation or arbitration in which Immersion or any of its officers or directors are named as parties; provided that the foregoing shall not prevent any member of the Dialectic Group from responding to a validly issued legal process and (ii) the Dialectic Group agrees to give Immersion at leave five business days notice of the receipt of any legal process requesting information regarding Immersion or any of its officers or directors, to the extent that such notice is legally permissible.
(c) Immersion hereby agrees for the benefit of the Dialectic Group, and each controlling person, officer, director, stockholder, agent, affiliate, employee, partner, attorney, heir, assign, executor, administrator, predecessor and successor, past and present (the Dialectic Group and each such person being a Shareholder Released Person) as follows:
(i) Immersion, for itself and for its affiliates, officers, directors, assigns, agents and successors, past and present, hereby agrees and confirms that, effective from and after the date of this Agreement, it hereby acknowledges full and complete satisfaction of, and covenants not to sue, and forever fully releases and discharges each Shareholder Released Person of, and holds each Shareholder Released Person harmless from, any and all Claims of any nature whatsoever, whether known or unknown, suspected or unsuspected and arising out of or related to the Dialectic Groups notice to the Company of its intention to nominate two persons to the Companys Board at the Annual Meeting (collectively, Immersion Claims), that Immersion may have against the Shareholder Released Persons, in each case with respect to events occurring prior to the date of the execution of this Agreement.
(ii) Immersion understands and agrees that the Immersion Claims released by Immersion above include not only those Claims presently known but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the Immersion
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Claims as described above. Immersion understands that it may hereafter discover facts different from or in addition to what it now believes to be true, which if known, could have materially affected this release of Immersion Claims, but it nevertheless waives any claims or rights based on different or additional facts.
(d) The Parties do hereby expressly waive and relinquish all rights and benefits afforded by California Civil Code Section 1542, and do so understanding and acknowledging the significance and consequences of such specific waiver of California Civil Code Section 1542. The Parties acknowledge and understand that they are being represented in this matter by counsel of their own choice, and acknowledge that they are familiar with the provisions of California Civil Code Section 1542, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Thus, notwithstanding these provisions of law, the Parties expressly acknowledge and agree that this Section 8 is also intended to include in its effect, without limitation, all such claims which they do not know or suspect to exist at the time of the execution of this Agreement, and that this Agreement contemplates the extinguishment of those claims.
(e) The Parties intend that the foregoing release be broad with respect to the matter released, provided, however, this release of Dialectic Claims and Immersion Claims shall not include claims to enforce the terms of this Agreement; and provided further that nothing in the foregoing release shall be deemed or construed, now or hereafter, as limiting in any manner any right of indemnification inuring to the benefit of any director or former director of Immersion arising under Immersions Certification of Incorporation, Bylaws or otherwise.
9. Notices. Any notice or other communication required or permitted to be given under this Agreement will be sufficient if it is in writing, sent to the applicable address set forth below (or as otherwise specified by a Party by notice to the other Parties in accordance with this Section 9) and delivered personally or sent by recognized overnight courier, postage prepaid, and will be deemed given (a) when so delivered personally, or (b) if sent by recognized overnight courier, one day after the date of sending.
If to Immersion:
Immersion Corporation
801 Fox Lane
San Jose, California 95131
Attention: General Counsel
Telephone: (408) 467-1900
Facsimile: (408) 467-1901
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with a copy to:
Fenwick & West LLP
555 California Street, 12th Floor
San Francisco, California 94104
Attention: Douglas N. Cogen
Telephone: (415) 875-2300
Facsimile: (415) 281-1350
If to the Dialectic Group:
Dialectic Capital Partners, LP
875 Third Avenue, 15th Floor
New York, New York 10022
Attention: John Fichthorn
Telephone: (212) 230-3220
Facsimile: (212) 980-2635
with a copy to:
Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
Attention: Jeffrey Tullman
Telephone: (212) 519-5101
Facsimile: (212) 245-3009
10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the Parties in connection with the subject matter hereof.
11. Amendments; Severability; Counterparts; Facsimile. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the Parties. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, and signature pages may be delivered by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
12. Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to choice of law principles that would compel the application of the laws of any other jurisdiction. The Parties to this Agreement agree that any suit, action or proceeding to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement may be brought only in a federal court located in Delaware or in any Delaware state court, and each of the Parties irrevocably consents to the jurisdiction of such courts (and of the appellate courts therefrom) in
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any such suit, action or proceeding and irrevocably waives any objection it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
13. Successors and Assigns. This Agreement shall not be assignable by any of the Parties. This Agreement, however, shall be binding on successors of the Parties.
14. Further Action. Each Party agrees to execute such additional reasonable documents, and to do and perform such reasonable acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Agreement.
[Signatures are on the following page.]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.
IMMERSION CORPORATION | ||
By: | /s/ Victor Viegas | |
Name: Victor Viegas | ||
Title: Chief Executive Officer | ||
THE DIALECTIC GROUP: | ||
DIALECTIC CAPITAL PARTNERS, LP | ||
By: | /s/ John Fichthorn | |
Dialectic Capital, LLC | ||
Its General Partner | ||
DIALECTIC OFFSHORE L2, LTD. | ||
By: | /s/ John Fichthorn | |
Dialectic Capital, LLC, | ||
Its Investment Manager | ||
DIALECTIC ANTITHESIS OFFSHORE, LTD. | ||
By: | /s/ John Fichthorn | |
Dialectic Capital, LLC | ||
Its Investment Manager | ||
DIALECTIC ANTITHESIS PARTNERS, LP | ||
By: | /s/ John Fichthorn | |
Dialectic Capital, LLC | ||
Its General Partner | ||
DIALECTIC OFFSHORE, LTD. | ||
By: | /s/ John Fichthorn | |
Dialectic Capital, LLC | ||
Its Investment Manager | ||
DIALECTIC CAPITAL, LLC | ||
By: | /s/ John Fichthorn | |
John Fichthorn | ||
Managing Member, and Individually | ||
By: | /s/ Luke Fichthorn | |
Luke Fichthorn | ||
Managing Member |
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Exhibit 99.2
Media Contact:
A&R Edelman
Reagan Crossley
+1 650.762.2955
reagan.crossley@edelman.com
Investor Contact:
The Blueshirt Group
Jennifer Jarman
+1 415.217.5866
jennifer@blueshirtgroup.com
IMMERSION BOARD WILL NOMINATE CARL SCHLACHTE AND JOHN
FICHTHORN FOR ELECTION TO BOARD OF DIRECTORS
Dialectic Capital Management Agrees to Support Nominees
SAN JOSE, Calif.March 10, 2011. Immersion Corporation (Nasdaq:IMMR), a leading developer and licensor of touch feedback technology, today announced that its Board of Directors intends to nominate Carl Schlachte and John Fichthorn for election to the Immersion Board of Directors at the companys 2011 annual meeting.
Mr. Schlachte is chairman, president and CEO of Ventiva, Inc., which provides a unique combination of expertise in thermal management, new product development and manufacturing. He is also chairman of Mosaid Technologies Inc., one of the worlds leading intellectual property companies.
Mr. Fichthorn is co-founder of Dialectic Capital Management, LLC, an investment management firm which holds approximately five percent of Immersions shares. He brings a wealth of experience in the technology industry as an investor and most recently, on the board of California Micro Devices.
Messrs. Schlachte and Fichthorn are being nominated to succeed current directors John Hodgman and Emily Liggett, who have decided to retire from the board and not to stand for re-election. The date for the 2011 annual meeting has yet to be set, but will be held no later than June 30, 2011.
We are very pleased to have nominees of Carl and Johns stature and experience stand for election to our board as we move to the next phase of innovation and growth at Immersion, said Victor Viegas, Chief Executive Officer of Immersion. Our new licensing business strategy is already paying off for Immersion. Revenues from royalties and licenses have grown 64% from 2009 to 2010.
Carl Schlachte brings an invaluable mix of business leadership, IP licensing experience and knowledge of our vertical industries. John Fichthorn has extensive experience working with other publicly traded technology companies and brings a strong investor focus. We look forward to working with both Carl and John to create long-term shareholder value at Immersion.
The Board would like to thank John Hodgman and Emily Liggett for their many years of outstanding service to Immersion, said Jack Saltich, Chairman of the Board. John and Emily have been an important part of Immersions strategic business transformation and in setting the company on the path of generating attractive returns for shareholders.
Immersion also announced that it has signed an agreement with Dialectic Capital Management and its affiliates, whereby Dialectic will withdraw their proposed board candidates and support the Immersion Board nominees at the upcoming annual meeting.
We are very pleased to have reached an agreement with Dialectic Capital Management, and to have their support at the upcoming annual meeting, Mr. Viegas said. We will continue to work together toward our common goal of maximizing value for all shareholders.
Carl Schlachte Biographical Information
Carl Schlachte is chairman, president and CEO of Ventiva, Inc., which designs and develops thermal management technologies for consumer applications in mobile computing, power electronics and LED lighting. Mr. Schlachte also serves as chairman of Mosaid Technologies Inc., one of the worlds leading intellectual property (IP) companies, which focuses on licensing and development of semiconductor and communications technologies. He is also a director at Peregrine Semiconductor, a global leader in RF semiconductor solutions. From 2004 to 2009, Mr. Schlachte was President and CEO of ARC International, a leading provider of multimedia solutions to semiconductor companies worldwide. He has more than twenty five years of experience in the semiconductor industry, including CEO roles at global fabless semiconductor and IP companies and executive positions at Motorola and ARM Holdings plc.
John Fichthorn Biographical Information
John Fichthorn is a co-founder of Dialectic Capital Management, LLC, an investment management firm, and has been a portfolio manager of the firm since 2003. He served as a director of California Micro Devices from September 2009 until the companys sale in February 2010. From 2000 to 2003, he was employed by Maverick Capital, most recently as Managing Director of the technology group. He previously was an analyst at Alliance Capital and at Quilcap Corporation, where he covered all sectors with a focus on technology.
About Immersion (www.immersion.com)
Founded in 1993, Immersion (NASDAQ:IMMR) is the leading innovator in haptics technology; the companys touch feedback solutions deliver a more compelling sense of the digital world. Using Immersions high-fidelity haptic systems, partners can transform user experiences with unique and customizable touch feedback effects; excite the senses in games, videos and music; restore mechanical feel by providing intuitive and unmistakable confirmation; improve safety by overcoming distractions while driving or performing a medical procedure; and expand usability when audio and visual feedback are ineffective. Immersions TouchSense technology provides haptics in mobile phone, automotive, gaming, medical and consumer electronics products from world-class companies. With over 1,000 issued or pending patents in the U.S. and other countries, Immersion helps bring the digital universe to life.
About Dialectic Capital Management, LLC
Dialectic Capital Management, LLC is based in New York City and was founded by John Fichthorn and Luke Fichthorn in 2003.
CERTAIN INFORMATION REGARDING THE PARTICIPANTS
IMMERSION CORPORATION, ITS DIRECTORS, AND CERTAIN OF ITS EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM IMMERSIONS SHAREHOLDERS IN CONNECTION WITH IMMERSIONS 2011 ANNUAL MEETING OF SHAREHOLDERS. INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF IMMERSION CAN BE FOUND AT IMMERSIONS WEBSITE AT WWW.IMMERSION.COM IN THE SECTION ABOUT IMMERSION: LEADERSHIP. ADDITIONAL INFORMATION REGARDING THE PARTICIPANTS IN THE SOLICITATION OF IMMERSIONS SHAREHOLDERS WILL BE INCLUDED IN IMMERSIONS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010 AND IN IMMERSIONS PROXY STATEMENT IN CONNECTION WITH THE 2011 ANNUAL MEETING OF SHAREHOLDERS WHEN THOSE DOCUMENTS ARE FILED WITH THE SEC.
THE SOLICITATION OF PROXIES FOR THE ELECTION OF DIRECTORS WILL BE MADE PURSUANT TO A PROXY STATEMENT TO BE FILED WITH UNITED STATES SECURITIES AND EXCHANGE COMMISSION. IMMERSION SHAREHOLDERS AND OTHER INVESTORS ARE STRONGLY ADVISED TO CAREFULLY READ THE PROXY STATEMENT RELATING TO IMMERSIONS 2011 ANNUAL MEETING OF SHAREHOLDERS AND ANY OTHER RELEVANT DOCUMENTS FILED BY IMMERSION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING DECISION, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
ONCE FILED, COPIES OF THE FORM 10-K, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WILL BE MADE AVAILABLE TO IMMERSION SHAREHOLDERS AT NO EXPENSE TO THEM. IN ADDITION, THOSE MATERIALS WILL BE AVAILABLE WITHOUT CHARGE UPON REQUEST FROM IMMERSION INVESTOR RELATIONS AT (408) 467-1900 OR BY EMAIL AT CORPORATE.SECRETARY@IMMERSION.COM, OR THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION THROUGH THE COMMISSIONS WEBSITE AT WWW.SEC.GOV.
(IMMR C)
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