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): June 6, 2007
IMMERSION CORPORATION
(Exact name of registrant as specified in its charter)
----------------------
Delaware 000-27969 94-3180138
-------- --------- ----------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) 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.
At the 2007 Annual Meeting of Stockholders of Immersion Corporation (the
"Company") held on June 6, 2007, the Company's stockholders approved the
Immersion Corporation 2007 Equity Incentive Plan (the "2007 Plan"). The 2007
Plan was adopted by the Company's Board of Directors on February 28, 2007,
subject to approval of its stockholders, and became effective with such
stockholder approval on June 6, 2007. The 2007 Plan replaces the Company's 1997
Stock Option Plan (the "1997 Plan").
Under the 2007 Plan, the Company may grant stock options, stock appreciation
rights, restricted stock, restricted stock units, performance shares,
performance units, and other stock-based or cash-based awards to employees and
consultants. The 2007 Plan also authorizes the grant of awards of stock options,
stock appreciation rights, restricted stock and restricted stock units to
non-employee members of the Company's Board of Directors and deferred
compensation awards to officers, directors and certain management or highly
compensated employees. The 2007 Plan authorizes the issuance of 2,303,232 shares
of the Company's common stock, and up to an additional 1,000,000 shares subject
to awards that remain outstanding under the 1997 Plan as of June 6, 2007 and
which subsequently terminate without having been exercised or which are
forfeited to the Company.
A more detailed description of the terms of the 2007 Plan can be found in the
Company's definitive proxy statement for the 2007 Annual Meeting of Stockholders
filed with the Securities and Exchange Commission on April 27, 2007 (the "Proxy
Statement") in the section entitled "Proposal Three--Approval of 2007 Equity
Incentive Plan" and is incorporated by reference herein. The foregoing summary
and the summary incorporated by reference from the Proxy Statement are qualified
in their entirety by the full text of the 2007 Plan filed herewith as Exhibit
99.1 and incorporated by reference herein.
Effective June 6, 2007, the 1997 Plan was terminated. The Board of Directors of
the Company previously resolved that the 1997 Plan would terminate effective
upon stockholder approval of the 2007 Plan, which the stockholders approved at
the Company's Annual Meeting of Stockholders on June 6, 2007. Notwithstanding
the foregoing, all options granted to employees, consultants and directors under
the 1997 Plan will continue to be governed by the terms and conditions of the
1997 Plan. As of June 6, 2007, a total of approximately 5,560,111 shares were
subject to options outstanding under the 1997 Plan.
Additionally, on June 12, 2007, the Board of Directors of the Company approved
forms of notice of grant and stock option agreement for use with the 2007 Plan.
Copies of the forms of Notice of Grant of Stock Option for U.S Participants and
Non-U.S. Participants and forms of Stock Option Agreement for U.S. Participants
and Non-U.S. Participants are filed herewith as Exhibits 99.2, 99.3, 99.4 and
99.5, respectively, and incorporated by reference herein.
Item 8.01 Other Events
The following matters were also considered and voted upon at the Annual Meeting
of Stockholders:
(a) Jonathan Rubinstein and Robert Van Naarden were elected as Class II
directors to serve on our Board of Directors for a three-year term expiring at
the 2010 annual meeting of stockholders and until their respective successors
are duly elected and qualified. The number of shares voted and withheld for such
nominees were as follows:
Name For Withheld
---- --- --------
Jonathan Rubinstein 22,131,348 436,626
Robert Van Naarden 22,362,320 205,654
In addition to Messrs. Rubinstein and Van Naarden, as of the date of the meeting
the following directors each had a term of office that continued after the
meeting: Anne DeGheest, John Hodgman, Emily Ligget, Jack Saltich and Victor
Viegas.
(b) The appointment of Deloitte & Touche LLP as the Company's independent
auditors for the fiscal year ending December 31, 2007 was ratified by a vote of
21,451,415 shares for, 1,102,150 shares against, and 14,409 shares abstaining.
(c) The approval of the 2007 Plan with a vote of 5,768,625 shares for, 3,550,881
shares against, 124,132 shares abstaining and 13,124,336 broker non-votes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
--------- ---------------------------------------------------------------------
99.1 Immersion Corporation 2007 Equity Incentive Plan
99.2 Form of Notice of Grant of Stock Option (U.S. Participant)
99.3 Form of Notice of Grant of Stock Option (Non-U.S. Participant)
99.4 Form of Stock Option Agreement (U.S. Participant)
99.5 Form of Stock Option Agreement (Non-U.S. Participant)
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: June 12, 2007 By: /s/ Stephen M. Ambler
----------------------
Stephen M. Ambler
Chief Financial Officer and Vice
President, Finance
Exhibit Index
Exhibit
No. Description
--------- ---------------------------------------------------------------------
99.1 Immersion Corporation 2007 Equity Incentive Plan
99.2 Form of Notice of Grant of Stock Option (U.S. Participant)
99.3 Form of Notice of Grant of Stock Option (Non-U.S. Participant)
99.4 Form of Stock Option Agreement (U.S. Participant)
99.5 Form of Stock Option Agreement (Non-U.S. Participant)