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): May 3, 2012

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.)

30 Rio Robles

San Jose, California 95134

(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 (See General Instruction A.2 below):

¨ 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 referred to in item 2.02 of this Current Report on Form 8-K and Exhibit 99.01 attached hereto shall not be deemed to be “filed” for 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 in this item and in the accompanying Exhibit 99.01 shall not be deemed to be incorporated by reference into any filing with the Securities and Exchange Commission 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 May 3, 2012, Immersion issued a press release announcing certain of its financial results for the quarter ended March 31, 2012. The press release is attached to this report as Exhibit 99.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On May 3, 2012, Immersion announced Paul Norris will serve as Immersion’s Chief Financial Officer effective May 14, 2012. Upon Mr. Norris becoming Chief Financial Officer, Victor Viegas will no longer serve as Interim Chief Financial Officer.

(c)

As described above, Paul Norris will serve as Chief Financial Officer of Immersion effective May 14, 2012.

From July 2011 to May 2012, Mr. Norris served as a partner at Accanto Partners, LLC, an investment fund focusing on technology and digital media companies. Prior to that, from June 2005 to February 2011, Mr. Norris served in various executive positions at Sonic Solutions, a publicly-traded digital media software and entertainment solutions provider, acting as the company’s Senior Vice President and General Counsel from June 2005 to February 2008, and as its Executive Vice President, Chief Financial Officer and General Counsel from February 2008 until its acquisition by Rovi Corporation, a publicly-traded digital entertainment technology solutions provider, in February 2011. From February 2011 through June 2011, Mr. Norris assisted Rovi in its integration activities as an Executive Advisor. Prior to joining Sonic, from January 1998 to June 2005, Mr. Norris was a partner at Steiner Norris PLLC, a Seattle technology and licensing law firm he co-founded. Before founding Steiner Norris, Mr. Norris was a partner at Hendricks & Lewis PLLC and an associate at Davis Wright Tremaine LLP, each a Seattle-based law firm.

Mr. Norris, age 50, holds a B.A. from Yale University and a J.D. from Harvard Law School.

(e)

Offer Letter with Mr. Norris

Mr. Norris will receive an annual base salary of $275,000 and will be eligible to receive an annual bonus with a target of 50% of his base salary. Mr. Norris will be granted an option to purchase 250,000 shares of common stock, with an exercise price equal to the fair market value of Immersion’s common stock on the date of grant. This option will vest over four years at the rate of 25% on the one year anniversary of the commencement of employment, and thereafter in equal monthly installments at the rate of 1/48^th per month over the remaining 36 months. The description of the offer letter is qualified in its entirety by the Offer Letter filed as Exhibit 10.01.

Retention and Ownership Change Event Agreement

Immersion is expected to enter into a Retention and Ownership Change Event Agreement (the “Retention Agreement”) with Mr. Norris. The Retention Agreement would provide for the payment of severance and health insurance premiums upon the occurrence of certain events. In the event that his employment is terminated without “Cause” (as defined in the Retention Agreement) or if he resigns for “Good Reason” (as defined in the Retention Agreement), and Mr. Norris is not entitled to receive the benefits described in the following paragraph, then he would be entitled to receive, 60 days after his termination, as severance, a payment equal to 12 months of his base salary and health insurance premium payments until the earlier of (i) 12 months following his termination date, or (ii) the date on which Mr. Norris first becomes eligible to obtain other group health insurance coverage. Mr. Norris would also be entitled to immediate vesting of 70% of his then unvested equity awards held by him, which option would then becomes exercisable for 6 months after such termination.

In the event that, within 1 year following a “Change in Control” (as defined in the Retention Agreement), Mr. Norris’ employment is terminated without Cause or if he resigns for Good Reason, Mr. Norris would be entitled to receive, 60 days after his termination, as severance, a payment equal to 12 months of his base salary and health insurance premium payments until the earlier of (i) 12 months after his termination date, or (ii) the date on which Mr. Norris first becomes eligible to obtain other group health insurance coverage. Mr. Norris would also be entitled to immediate vesting of 70% of his then unvested equity awards held by him, which option would then becomes exercisable for 6 months after such termination.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Title
10.01	Offer Letter dated April 27, 2012 by and between Immersion and Paul Norris
99.01	Press release dated May 3, 2012.

SIGNATURES

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.

Date: May 3, 2012	IMMERSION CORPORATION
	By:	/s/ Victor Viegas
		Victor Viegas
		Chief Executive Officer and Interim Chief Financial Officer

Exhibit List

Exhibit No.	Exhibit Title
10.01	Offer Letter dated April 27, 2012 by and between Immersion and Paul Norris
99.01	Press release dated May 3, 2012.

EX-10.01

Exhibit 10.01

April 27, 2012

RE: Employment with Immersion Corporation

Dear Paul:

Immersion Corporation (the “Company” or “Immersion”) is pleased to present an offer to you, for the position of Chief Financial Officer, on the terms set forth in this agreement, effective upon your acceptance by execution of a counterpart copy of this letter where indicated below.

Reporting Duties and Responsibilities. In this position, you will be reporting to Vic Viegas, President & Chief Executive Officer.

Salary and Benefits. Your annual base salary of $ 275,000.18, is payable in accordance with the Company’s customary payroll practice, which is bi-weekly. For payment purposes, the bi-weekly amount is $10,576.93. This offer is for a full-time, salaried, exempt position. Our Company’s focal reviews are normally conducted in January at which time your performance will be evaluated. You will also receive the Company’s standard employee benefits package. A copy of our current benefits package is enclosed. Please note that the Company’s benefit package is subject to change at any time.

In addition, you will be eligible to participate in the Company’s 2012 Executive Incentive Plan (EIP) with a target of 50% of your base salary.

Stock Options. Effective upon board approval, the Company will grant you an option to purchase 250,000 shares of the Company’s Common Stock pursuant to the Company’s stock option plan and standard stock option agreement. All options will have an exercise price that will be equal to the fair market value of the Company’s Common Stock on the 10^th business day in the month following the month of your start date. The options will become exercisable over a four-year exercise schedule with 25% of the shares vesting at the end of your first twelve months of service, and with an additional 2.083% vesting per month thereafter, at the close of each month during which you remain employed with the Company.

Change of Control Benefits. Subject to the approval of the Compensation Committee of the Board, the Company will enter into the Retention and Ownership Change Event Agreement, enclosed.

Background Investigation. This offer is contingent upon a satisfactory background investigation. This agreement may be revoked in the event the results of the investigation do not meet Immersion’s requirements.

Confidential Information. As an employee of the Company, you will have access to certain Company confidential information and you may during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interest of the Company, you will need to sign the Company’s standard “Employee Inventions and Confidentiality Agreement” as a condition of your employment. A copy of the agreement is attached for your review. We wish to impress upon you that we do not wish you to bring with you any confidential or proprietary material of any former employer or to violate any other obligation to your former employers.

At-Will Employment. While we look forward to a long and profitable relationship, should you decide to accept our offer, you will be an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason at any time. Any statements or representations to the contrary (and indeed, any statements contradicting any provision in this letter) should be regarded by you as ineffective. Further, your participation in any stock option or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time.

Authorization to Work. The Immigration Reform and Control Act of 1986 requires you, within three business days of hire, to present documentation demonstrating that you have authorization to work in the United States. Acceptable documentation is shown on the form titled List of Acceptable Documents. Please bring the appropriate documentation to the new employee orientation on your first day of employment. If you have questions about this requirement, which applies to U.S. citizens and non-U.S. citizens alike, please contact our Human Resources department.

Term of Offer. This offer will expire at the close of business on 5/2/12. Upon acceptance of this offer, please sign the enclosed copy of this letter in the space indicated and return it to me. Your signed acceptance below will become our binding agreement with respect to the subject matter of this letter, superseding in their entirety all other or prior agreements by you with the Company as to the specific subjects of this letter, and will be binding upon and inure to the benefit of our respective successors and assigns, and heirs, administrators and executors, will be governed by California law, and may only be amended in writing signed by you and the Company.

We are excited and pleased to have you join the Immersion team in this exciting role and we look forward to a mutually beneficial working relationship.

Sincerely,

/s/ Victor Viegas

Vic Viegas

President & Chief Executive Officer

Agreed and Accepted

I agree to and accept employment with Immersion Corporation on the terms and conditions set forth in this agreement.

/s/ Paul Norris	4/27/12
Paul Norris	Date

Anticipated Start Date: May 14, 2012

EX-99.01

Exhibit 99.01

Media Contact:

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 Corporation Reports First Quarter 2012 Results

SAN JOSE, Calif., May 3, 2012 — Immersion Corporation (NASDAQ: IMMR), the leader in developing and licensing touch feedback technology (http://www.immersion.com/corporate/), today reported financial results for the first quarter ended March 31, 2012. In a separate press release issued today the company also announced that it has appointed Paul Norris as Chief Financial Officer, effective May 14, 2012.

Total revenues for the first quarter of 2012 were $9.7 million, down 1% as compared to $9.8 million for the first quarter of 2011. Royalty and license revenues totaled $9.1 million for the first quarter of 2012, an increase of 9% as compared to $8.4 million for the same period last year. Net loss for the first quarter of 2012 was $(219,000), or $(0.01) per share. This compares to net income of $1.4 million or $0.05 per share, for the first quarter of 2011. Adjusted EBITDA for the first quarter of 2012 was $1.6 million, as compared to $3.3 million in the first quarter of 2011.

“Immersion posted strong results for the first quarter. Royalty revenues of $9.1 million grew 9% over the same period last year, and we achieved solid Adjusted EBITDA based on our scalable, high-margin licensing model, despite increased litigation expenses,” said Immersion CEO Victor Viegas. “We continue to be encouraged by the rapid adoption of haptics in the mobile market, and remain focused on delivering innovative new product solutions while protecting our intellectual property in the interests of our shareholders, partners and customers.”

“Based on our current outlook, we are reiterating our expectations for fiscal 2012 revenues to be in the range of $34 to $36 million, an increase of 11% to 18% from the prior year, and to achieve positive Adjusted EBITDA for the year,” concluded Mr. Viegas.

As of March 31, 2012, Immersion’s cash, cash equivalents, and short-term investments were $57.6 million, compared to $56.3 million as of December 31, 2011.

Corporate Highlights

Immersion recently:

• On March 2, 2012, added HTC Corporation and certain of its affiliates to the complaint with the U.S. International Trade Commission and in a separate patent infringement

complaint in the U.S. District Court in Delaware alleging that certain HTC Android-based smartphones infringe six Immersion patents that cover various uses of haptic effects in connection with touchscreens.

• Saw DOCOMO successfully launch a new MEDIAS tablet and smartphone using Immersion technology into the Japanese market from NEC CASIO Mobile Communications and NEC.

• Saw additional applications designed by numerous third party developers that incorporate haptic effects by using Immersion’s SDK.

Conference Call Information

Immersion will host a conference call with company management on Thursday, May 3, 2012 at 2:00 p.m. Pacific time (5:00 p.m. Eastern time) to discuss financial results for the first quarter ended March 31, 2012. To participate on the live call, analysts and investors should dial +1 877-941-4775 at least ten minutes prior to the start of the call. A replay of the call will be available until 11:59 p.m. Pacific time on May 10, 2012 by dialing +1 800-406-7325 and entering the passcode 4533410#. A live and archived webcast of the conference call will also be available for 90 days within the investor relations section of Immersion’s corporate Web site at www.immersion.com.

About Immersion (www.immersion.com)

Founded in 1993, Immersion (NASDAQ:IMMR) is the leading innovator in haptic technology; the company’s touch feedback solutions deliver a more compelling sense of the digital world. Using Immersion’s 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. Immersion’s TouchSense technology provides haptics in mobile phone, automotive, gaming, medical and consumer electronics products from world-class companies. With over 1200 issued or pending patents in the U.S. and other countries, Immersion helps bring the digital universe to life.

Use of Non-GAAP Financial Measures

Immersion reports all financial information required in accordance with generally accepted accounting principles (GAAP), but it believes that evaluating its ongoing operating results may be difficult to understand if limited to reviewing only GAAP financial measures. Immersion discloses this non-GAAP information because it is useful in understanding the company’s performance as it excludes non-cash and other special charges that many investors feel may obscure the company’s true operating performance. Likewise, management uses these non-GAAP financial measures to manage and assess the profitability of its business. Investors are encouraged to review the related GAAP financial measures.

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, but not limited to, the statements regarding our expectations for fiscal 2012 revenues to be in the range of $34 to $36 million, and the expectation as to our Adjusted EBITDA for the full year and other statements regarding future growth and our intellectual property.

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, continued disruption in the markets for Immersion’s and its licensees’ products due to the recent earthquake and tsunami in Japan; delay in or failure to achieve commercial demand for Immersion’s or its licensees’ products; a delay in or failure to achieve the acceptance of force feedback as a critical user experience; unexpected difficulties in transitioning to a pure IP licensing model and in monetizing the patent portfolio; the commercial success of applications or devices into which Immersion’s technology is licensed; potentially lengthy sales cycles and design processes; unanticipated difficulties and challenges encountered in development efforts; potential restructuring charges; unexpected costs; failure to retain key personnel; potential and actual claims and proceedings, including stockholder litigation; competition; the impact of global economic conditions and other factors. Many of these risks and uncertainties are beyond the control of Immersion.

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 Immersion’s Annual Report on Form 10-K for 2011 and its most recent Quarterly Report on Form 10-Q, which are 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, the Immersion logo, and TouchSense are trademarks of Immersion Corporation in the United States and other countries. All other trademarks are the property of their respective owners.

The use of the word “partner” or “partnership” in this press release does not mean a legal partner or legal partnership.

(IMMR – C)

###

Immersion Corporation

Condensed Consolidated Balance Sheets

(In thousands)

	March 31, 2012 (Unaudited)		December 31, 2011 (1)
ASSETS
Cash and cash equivalents	$	8,587	$	7,298
Short-term investments		48,968		48,987
Accounts receivable, net		2,962		1,487
Inventories		531		423
Deferred income taxes		215		215
Prepaid expenses and other current assets		423		479
Total current assets		61,686		58,889
Property and equipment, net		1,624		1,737
Intangibles and other assets, net		14,503		14,053
TOTAL ASSETS	$	77,813	$	74,679
LIABILITIES
Accounts payable	$	1,879	$	365
Accrued compensation		1,764		2,830
Other current liabilities		1,915		2,054
Deferred revenue and customer advances		5,996		4,120
Total current liabilities		11,554		9,369
Long-term deferred revenue		12,450		13,229
Deferred income tax liabilities		215		215
Other long-term liabilities		588		245
TOTAL LIABILITIES		24,807		23,058
STOCKHOLDERS’ EQUITY		53,006		51,621
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	77,813	$	74,679

(1) Derived from Immersion’s annual audited consolidated financial statements.

Immersion Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2012			2011
Revenues:
Royalty and license	$	9,085		$	8,353
Product sales		272			1,001
Development contracts and other		334			414
Total revenues		9,691			9,768
Costs and expenses:
Cost of revenues (exclusive of amortization and impairment of intangibles shown separately below)		315			474
Sales and marketing		1,746			1,850
Research and development		2,194			2,099
General and administrative		4,771			3,111
Amortization and impairment of intangibles		341			357
Total costs and expenses		9,367			7,891
Operating Income		324			1,877
Interest and other income		10			62
Income from continuing operations before provision for income taxes		334			1,939
Provision for income taxes		(553	)		(594	)
Income (loss) from continuing operations		(219	)		1,345
Discontinued operations:
Gain on sales of discontinued operations		—			43
Net Income (loss)	$	(219	)	$	1,388
Basic net income (loss) per share
Continuing operations	$	(0.01	)	$	0.05
Discontinued operations		—			—
Total	$	(0.01	)	$	0.05
Shares used in calculating basic net income (loss) per share		27,941			28,249
Diluted net income (loss) per share
Continuing operations	$	(0.01	)	$	0.05
Discontinued operations		—			—
Total	$	(0.01	)	$	0.05
Shares used in calculating diluted net income (loss) per share		27,941			28,960

Immersion Corporation

Reconciliation of GAAP Net Income to Adjusted EBITDA

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2012			2011
GAAP Net Income (Loss)	$	(219	)	$	1,388
Interest and other income		(10	)		(62	)
Provision for income taxes		553			594
Depreciation and amortization		166			246
Amortization and impairment of intangibles		341			357
Stock-based compensation		720			784
Discontinued operations		—			(43	)
Total adjustments		1,770			1,876
Adjusted EBITDA	$	1,551		$	3,264