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): August 16, 2018
Immersion Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-38334 | 94-3180138 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 50 Rio Robles, San Jose, CA | 95134 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (408) 467-1900
N/A
(Former Name or Former Address, if Changed Since Last Report): Not Applicable
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 16, 2018, Carl Schlachte resigned from his position as Interim Chief Executive Officer and as a member of the Board of Directors (the “Board”) of Immersion Corporation (“Immersion” or the “Company”). Mr. Schlachte’s resignation was not in connection with a disagreement relating to Immersion’s operations, policies or practices.
On August 21, 2018, the Board appointed Tom Lacey, age 60, as the Company’s Interim Chief Executive Officer and to serve as a member of the Board. In connection with his appointment to the Board, Mr. Lacey will enter into the Company’s standard indemnity agreement for directors, which was filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
Mr. Lacey served as Chief Executive Officer and a director of Xperi Corporation, a technology licensor in mobile computing and communications, memory and data storage, and 3-D integrated circuit technologies from May 2013 to June 2017. Since May 2012, he has served as a director of DSP Group. He formerly was the Chairman and Chief Executive Officer of Components Direct, a provider of cloud-based product life cycle solutions. Prior to these roles, he held a number of senior leadership positions at Components Direct, Phoenix Technologies Ltd., Applied Materials, Inc., Flextronics International (now Vista Point Technologies), and International Display Works. Prior to that, Lacey held various management and executive positions at Intel Corporation for 13 years, including Vice President Sales and Marketing, President of Intel Americas, and Vice President and General Manager, Flash Products.
In consideration of the services to be rendered by Mr. Lacey to the Company, on August 21, 2018, the Board granted Mr. Lacey a restricted stock award of 31,000 shares, which was comprised of 11,478 shares of the Company’s Common Stock for his services as a director and an additional 19,522 shares of the Company’s Common Stock for his service as Interim Chief Executive Officer. The restricted stock award will vest as to 100% of the total shares on the day that immediately precedes the date of the 2019 annual meeting, subject to Mr. Lacey’s continued service as a director, and will be subject to acceleration upon a change of control of the Company. Upon his ceasing to serve as Interim Chief Executive Officer, Mr. Lacey will be entitled to receive cash compensation in the form of retainer and committee fees payable to the Company non-employee directors in accordance with Company policies.
In connection with Mr. Lacey’s appointment as Interim Chief Executive Officer, the Company entered into a letter agreement with Mr. Lacey on August 21, 2018, which is filed as Exhibit 99.1 to this Current Report on Form 8-K.
There are no arrangements or understandings between Mr. Lacey and any other person pursuant to which Mr. Lacey was selected as a director.
Since the beginning of the Company’s last fiscal year, there have not been any transactions, or currently proposed transactions, or series of similar transactions, in which the Company or any of its subsidiaries was a party and in which Mr. Lacey had a direct or indirect material interest.
On August 20, 2018, the Board appointed Sharon Holt as its Chair.
Item 8.01 Other Events.
A copy of the press release issued by the Company on August 22, 2018 announcing the appointment of Mr. Lacey is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Exhibit Title | |
| 99.1 | Letter Agreement between Immersion Corporation and Tom Lacey dated August 21, 2018 | |
| 99.2 | Immersion Corporation Press Release issued on August 22, 2018 | |
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: August 22, 2018 | By: | /s/ Amie Peters | ||||
| Name: Amie Peters | ||||||
| Title: General Counsel | ||||||
Exhibit 99.1
IMMERSION CORPORATION
August 21, 2018
Tom Lacey
Dear Tom:
On behalf of Immersion Corporation (the “Company”), it is a pleasure to extend you this offer to join the Company’s Board of Directors (the “Board”) as of August 22, 2018 (the “Effective Date”). In addition, we are pleased to extend an offer of employment for a temporary role as interim chief executive officer of the Company (the “Interim CEO”), commencing on the Effective Date. In consideration of the services to be rendered by you to the Company, including as the Interim CEO, you will be eligible to receive the Special New Director Award (as described below).
Your employment as Interim CEO will be for an interim period until the Company hires a permanent chief executive officer (the “Permanent CEO”) (such period of time, the “Service Period”). You will remain on the Board as a non-employee director following the end of the Service Period and become entitled to receive cash compensation in the form of retainer and committee fees customarily payable to the Company non-employee directors in accordance with Company policies.
In connection herewith, we are pleased to offer you the following:
| Interim CEO Position & Transition Services Scope | In the role of the Interim CEO, you will have all of the powers and responsibilities commensurate with the position of the chief executive officer and will report solely to the Board. The Interim CEO position is a full-time position. While you render services to the Company as Interim CEO, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. Notwithstanding the foregoing, you will be entitled to remain on the boards of directors of companies on which you already serve as a director.
In the event that the Company hires a Permanent CEO, you agree to assist in the orderly transition of the duties and responsibilities of the chief executive officer and shall provide transition and mentoring services as reasonably requested by the chief executive officer or the Board. | |
| Special New Director Award | For all services to be rendered by you to the Company, the Company will grant you 31,000 restricted stock awards (the “Special New Director Award”) pursuant to the Company’s 2011 Equity Incentive Plan (the “Plan”), which will be comprised of (1) 11,478 restricted stock awards granted to you in respect of your services as a member of the Board and (2) 19,522 restricted stock awards granted to you in respect of your services as Interim CEO and any related transition services. The Special New Director Award will vest as to 100% of the total shares on the day that immediately precedes the date of the 2019 annual meeting, subject to your continued service as a member of the Board, and is subject to full acceleration upon a Corporate Transaction (as defined in the Plan). | |
IMMERSION CORPORATION
| Employee Benefits | Subject to each plan’s applicable terms and conditions, you will be eligible to participate in employee benefit plans and programs the Company makes available to its senior executives for so long as you remain employed as Interim CEO. | |
| Severance | Because your employment is being established as a temporary employment engagement, the end of this employment is not considered to be an involuntary termination under any plan or program of the Company, which means that you will not be eligible to receive severance benefits under any plan or other arrangement in connection with your employment, or termination thereof, as Interim CEO. | |
| Indemnification | The Company shall indemnify you with respect to activities in connection with your director service and employment hereunder to the fullest extent provided by applicable law and to the same extent as the Company indemnifies other Company officers or directors. You will also be named as an insured on the director and officer liability insurance policy currently maintained, or as may be maintained by the Company from time to time. | |
You are serving as Interim CEO at the pleasure of the Board and nothing in this letter shall restrict in any way your rights or the Company’s rights, which rights are hereby expressly reserved by each, to terminate employment at any time for any reason, with or without cause, subject to applicable law.
This Agreement supersedes and replaces any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company and constitutes the complete agreement between you and the Company regarding your position as Interim CEO. This Agreement may not be amended or modified, except by an express written agreement signed by you and approved by the Board.
Speaking on behalf of the Company’s Board of Directors and myself, I thank you for your willingness to serve and we look forward to working with you over the coming months.
[Signature Page to Follow]
IMMERSION CORPORATION
| Sincerely, |
| /s/ Sharon Holt |
| Sharon Holt |
| Chairman of the Board of Directors |
| I accept this offer as presented. |
| /s/ Tom Lacey |
| Tom Lacey |
Date: August 22, 2018
Exhibit 99.2
Immersion Announces Appointment of Tom Lacey as Interim Chief Executive Officer and Board Member
Lead Independent Director Sharon Holt Named Chairman of the Board
SAN JOSE, Calif. — (BUSINESS WIRE) — August 22, 2018 — Immersion Corp. (Nasdaq: IMMR), the leading developer and licensor of touch feedback technology, today announced that Tom Lacey will become the company’s Interim Chief Executive Officer and the newest addition to the Immersion Board of Directors, effective immediately. Lacey succeeds Carl Schlachte, the company’s prior Interim CEO, who is resigning as a director of Immersion.
Lead independent director Sharon Holt has been named Chairman of the Immersion Board.
“We are delighted to have Tom Lacey join us as Interim CEO and a member of the Immersion board,” said Ms. Holt. “Tom is a world class executive who brings a wealth of experience and talent during this important time for Immersion. We are confident that Tom’s leadership and industry expertise will serve Immersion well during his time as Interim CEO as well as during his ongoing service on our Board of Directors. The board looks forward to expeditiously completing the process of hiring a permanent CEO.”
Tom Lacey, the Interim Chief Executive Officer and new Immersion board member, said, “I have gotten to know Immersion well, and I am thrilled to join as both Interim CEO and as a member of the board. I am looking forward to working with the employees, management, customers and board of Immersion to help capitalize on the opportunities ahead.”
With 30 years of experience in the industry, Lacey has a proven track record of successfully leading a diverse group of technology companies.
From May 2013 to June 2017, Lacey served as Chief Executive Officer and a director of Xperi Corporation (formerly Tessera; Nasdaq: XPER), a technology licensor in mobile computing and communications, memory and data storage, and 3-D integrated circuit technologies. He also currently serves as a director of DSP Group (Nasdaq: DSPG). Prior to these roles, he held a number of senior leadership positions at Components Direct, Phoenix Technologies Ltd., Applied Materials, Inc., Flextronics International, and International Display Works. Prior to that, Lacey held various management and executive positions at Intel Corporation for 13 years, including Vice President Sales and Marketing, President of Intel Americas, and Vice President and General Manager, Flash Products.
About Immersion
Immersion Corporation (NASDAQ: IMMR) is the leading innovator of touch feedback technology, also known as haptics. The company provides technology solutions for creating immersive and realistic experiences that enhance digital interactions by engaging users’ sense of touch. With more than 3,000 issued or pending patents, Immersion’s technology has been adopted in more than 3 billion digital devices, and provides haptics in mobile, automotive, gaming, medical and consumer electronics products. Immersion is headquartered in San Jose, California with offices worldwide. Learn more at www.immersion.com.
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, statements regarding the company’s leadership transition, the benefits of Immersion’s technology and its business strategy.
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: potential delay in the hiring of a chief executive officer; unanticipated difficulties and challenges encountered in product development efforts by Immersion and its licensees; adverse outcomes in any future intellectual property-related litigation and the costs related thereto; the effects of the current macroeconomic climate; delay in or failure to achieve adoption of or commercial demand for Immersion’s products or third party products incorporating Immersion’s technologies; and a delay in or failure to achieve the acceptance of touch feedback as a critical user experience. 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 most current Form 10-K, and Form 10-Q, both of 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 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.
Contacts
Immersion Corp.
Nancy Erba, +1 408-350-8850
nerba@immersion.com
or
The Blueshirt Group
Jennifer Jarman, +1 415-217-5866
jennifer@blueshirtgroup.com