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): October 1, 2013
HITTITE MICROWAVE CORPORATION
(Exact Name of Registrant as Specified in Charter)
|
Delaware |
|
000-51448 |
|
04-2854672 |
|
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
|
of incorporation) |
|
File Number) |
|
Identification Number) |
2 Elizabeth Drive, Chelmsford, Massachusetts 01824
(Address of principal executive offices) (Zip Code)
(978) 250-3343
(Registrant’s telephone number, including area code)
(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).
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
On October 1, 2013 our Board of Directors elected Steve Sanghi as a member of our Board of Directors.
Mr. Sanghi brings significant industry and management expertise to Hittite Microwave Corporation. He has served for more than twenty years as Chairman, President and CEO of Microchip Technology Incorporated (Nasdaq: MCHP), a company that develops and manufactures specialized semiconductor devices for control applications. He also serves on the Board of Directors of Xyratex Ltd. (Nasdaq: XRTX), is Chairman of the board of FlipChip International, a private company, and FIRST, a non-profit organization formed to inspire young students in their interest in science, technology, engineering and math.
Pursuant to our compensation policy for non-employee directors, Mr. Sanghi is entitled to receive equity-based compensation in the form of awards under our 2005 Stock Incentive Plan, and also as a non-employee director he will receive an annual cash fee in the amount of $32,000. In addition, each non-employee director who is first elected to the board, or who is elected to an additional one-year term at any annual meeting of stockholders, receives upon such election a restricted stock award of a number of shares of our common stock, fixed on the date of grant, that has a fair market value on the date of grant equal to $130,000.
Our press release announcing the election of Mr. Sanghi is attached as Exhibit 99.1 to this Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1. Press Release, dated October 2, 2013, entitled “Hittite Microwave Corporation Elects Steve Sanghi to Board of Directors.”
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 thereunto duly authorized.
|
|
|
HITTITE MICROWAVE CORPORATION | |
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ William W. Boecke |
|
|
|
|
William W. Boecke |
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
Date: October 2, 2013 |
|
|
|
Exhibit 99.1
Press Release
HITTITE MICROWAVE CORPORATION ELECTS STEVE SANGHI TO BOARD OF DIRECTORS
CHELMSFORD, MA — October 2, 2013 - Hittite Microwave Corporation (NASDAQ:HITT) announced that on October 1, 2013 the company’s Board of Directors elected Steve Sanghi as a member of the Board.
Mr. Sanghi brings significant industry and management expertise to Hittite Microwave Corporation. He has served for more than 20 years as Chairman, President and CEO of Microchip Technology Incorporated (Nasdaq: MCHP), a company that develops and manufactures specialized semiconductor devices for control applications. He also serves on the Board of Directors of Xyratex Ltd. (Nasdaq: XRTX), is Chairman of the board of FlipChip International, a private company, and FIRST, a non-profit organization formed to inspire young students in their interest in Science, Technology, Engineering and Math.
“We welcome Steve to the Hittite board and believe his experience and background is well suited to serve Hittite’s needs as we implement our strategy for the future,” said Franklin Weigold, Chairman of the Board of Directors.
About Hittite Microwave Corporation
Hittite Microwave Corporation is an innovative designer and manufacturer of high performance integrated circuits, or ICs, modules, subsystems and instrumentation for technically demanding digital, RF, microwave and millimeterwave applications covering DC to 110 GHz. The company’s standard and custom products apply analog, digital and mixed-signal semiconductor technologies, which are used in a wide variety of wireless & wired communication and sensor applications for the automotive, broadband, cellular infrastructure, fiber optic, microwave & millimeterwave communications, military, space and test & measurement markets. The company is headquartered in Chelmsford, Massachusetts.
Contact: William W. Boecke, V.P. and Chief Financial Officer (978-250-3343)