def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
IMMERSION CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials: |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0- 11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
April 28, 2005
TO THE STOCKHOLDERS OF IMMERSION CORPORATION
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders (the Annual Meeting) of Immersion
Corporation (the Company), which will be held at the
Techmart Network Meeting Center, 5201 Great America Parkway,
Santa Clara, California 95054, on Wednesday, June 1,
2005, at 9:30 a.m. California time.
Details of the business to be conducted at the Annual Meeting
are given in the attached Proxy Statement and Notice of Annual
Meeting of Stockholders. In addition to conducting the business
affairs of the Company, we will demonstrate several of the
leading applications of our haptic technology.
It is important that your shares be represented and voted at the
Annual Meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE COMPLETE, SIGN, DATE, AND PROMPTLY RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
Returning the proxy does NOT deprive you of your right to attend
the Annual Meeting. If you decide to attend the Annual Meeting
and wish to change your proxy vote, you may do so automatically
by voting in person at the meeting.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued support for and interest in the
affairs of the Company. We look forward to seeing you at the
Annual Meeting.
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Sincerely, |
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VICTOR VIEGAS |
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President, Chief Executive Officer, and Director |
IMMERSION CORPORATION
2005 ANNUAL MEETING OF STOCKHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
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IMMERSION CORPORATION
801 Fox Lane
San Jose, California 95131
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 1, 2005
The Annual Meeting of Stockholders (the Annual
Meeting) of Immersion Corporation (the
Company) will be held at the Techmart Network
Meeting Center, 5201 Great America Parkway, Santa Clara,
California 95054, on Wednesday, June 1, 2005, at
9:30 a.m. for the following purposes:
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1. To elect one (1) Class III director to hold
office for a three-year term and until his successor is elected
and qualified; |
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2. To ratify the appointment of Deloitte & Touche
LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31,
2005; and |
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3. To transact such other business as may properly come
before the meeting or any adjournments or postponements thereof. |
The foregoing items of business are more fully described in the
attached Proxy Statement.
Only stockholders of record at the close of business on
April 11, 2005 are entitled to notice of, and to vote at,
the Annual Meeting and at any adjournments or postponements
thereof. A list of such stockholders will be available for
inspection by any stockholder, for any purpose relating to the
meeting, at the Companys headquarters located at 801 Fox
Lane, San Jose, California 95131 during ordinary business
hours for the ten-day period prior to the Annual Meeting.
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BY ORDER OF THE BOARD OF DIRECTORS, |
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VICTOR VIEGAS |
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President, Chief Executive Officer, and Director |
San Jose, California
April 28, 2005
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN, DATE, AND PROMPTLY RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY
AT ANY TIME PRIOR TO THE ANNUAL MEETING. IF YOU DECIDE TO ATTEND
THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY
DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
IMMERSION CORPORATION
801 Fox Lane
San Jose, California 95131
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 1, 2005
These proxy materials are furnished in connection with the
solicitation of proxies by the Board of Directors (the
Board) of Immersion Corporation, a Delaware
corporation (the Company), for the Annual Meeting of
Stockholders to be held at the Techmart Network Meeting Center,
5201 Great America Parkway, Santa Clara, California 95054,
on Wednesday, June 1, 2005, at 9:30 a.m. local time,
and at any adjournment or postponement of the Annual Meeting.
These proxy materials were first mailed to stockholders on or
about April 28, 2005.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the
Annual Meeting are summarized in the accompanying Notice of
Annual Meeting of Stockholders. Each proposal is described in
more detail in this Proxy Statement.
VOTING RIGHTS AND SOLICITATION OF PROXIES
The Companys common stock is the only type of security
entitled to vote at the Annual Meeting. On April 11, 2005,
the record date for determination of stockholders entitled to
vote at the Annual Meeting, there were 23,942,842 shares of
common stock outstanding. Each stockholder of record on
April 11, 2005 is entitled to one vote for each share of
common stock held by such stockholder on April 11, 2005.
Shares of common stock may not be voted cumulatively in the
election of directors. All votes will be tabulated by the
inspector of elections appointed for the meeting, who will
separately tabulate affirmative and negative votes, abstentions,
and broker non-votes.
Quorum Required
The Companys bylaws provide that the holders of a majority
of the Companys common stock, issued and outstanding and
entitled to vote at the Annual Meeting, present in person or
represented by proxy, shall constitute a quorum for the
transaction of business at the Annual Meeting. Abstentions and
broker non-votes will be counted as present for the purpose of
determining the presence of a quorum.
Votes Required
Generally, stockholder approval of a matter, other than the
election of directors, requires the affirmative vote of a
majority of the shares present in person or represented by proxy
and entitled to vote on the matter. Directors are elected by a
plurality of the votes of the shares present in person or by
proxy and entitled to vote on the election of directors. Shares
voted to abstain on a matter will be treated as entitled to vote
on the matter and will thus have the same effect as
no votes. Broker non-votes are not counted as
entitled to vote on a matter in determining the number of
affirmative votes required for approval of the matter, but are
counted as present for quorum purposes. The term broker
non-votes refers to shares held by a broker in street
name, which are present by proxy but are not voted on a matter
pursuant to rules prohibiting brokers from voting on non-routine
matters without instructions from the beneficial owner of the
shares. The election of directors and
the ratification of the appointment of the independent
registered public accounting firm are generally considered to be
routine matters on which brokers may vote without instructions
from beneficial owners.
Proxies
Whether or not you are able to attend the Companys Annual
Meeting, you are urged to complete and return the enclosed
proxy, which is solicited by the Companys Board and which
will be voted as you direct on your proxy when properly
completed. In the event no directions are specified, such
proxies will be voted as follows: (i) FOR
Proposal No. 1, the election of the Board nominee
named in this Proxy Statement or otherwise nominated as
described in this Proxy Statement; (ii) FOR
Proposal No. 2, the ratification of the Companys
independent registered public accounting firm; and (iii) in
the discretion of the proxy holders as to other matters that may
properly come before the Annual Meeting. You may also revoke or
change your proxy at any time before the Annual Meeting. To do
this, send a written notice of revocation or another signed
proxy with a later date before the beginning of the Annual
Meeting to Victor Viegas, President, Chief Executive Officer,
and Director of the Company, at the Companys principal
executive offices. You may also automatically revoke your proxy
by attending the Annual Meeting and voting in person. All shares
represented by a valid proxy received prior to the Annual
Meeting will be voted.
Solicitation of Proxies
The cost of solicitation of proxies will be borne by the
Company, and in addition to soliciting stockholders by mail
through its regular employees, the Company may request banks,
brokers, and other custodians, nominees, and fiduciaries to
solicit their customers who have stock of the Company registered
in the names of a nominee and, if so, will reimburse such banks,
brokers, and other custodians, nominees and fiduciaries for
their reasonable out-of-pocket costs. Solicitation by officers
and employees of the Company may also be made of some
stockholders in person or by mail or telephone following the
original solicitation.
PROPOSAL NO. 1
ELECTION OF DIRECTOR
Pursuant to the Companys Amended Certificate of
Incorporation (the Certificate of Incorporation),
the Companys Board is divided into three
classes Class I, II, and III directors.
Each director is elected for a three-year term of office, with
one class of directors being elected at each annual meeting of
stockholders. Each director holds office until his successor is
elected and qualified or until his earlier death, resignation or
removal. In accordance with the Certificate of Incorporation,
Class III directors are to be elected at the 2005 Annual
Meeting, Class I directors are to be elected at the annual
meeting in 2006, and Class II directors are to be elected
at the annual meeting in 2007. As a result of a director
resignation from the Board in February 2003, there is one
vacancy in Class III of the Board.
At the 2005 Annual Meeting, one Class III director is to be
elected to the Board to serve until the annual meeting of
stockholders to be held in 2008 and until his successor has been
elected and qualified, or until his earlier death, resignation
or removal.
Nominee
Based upon the recommendation of the Companys Nominating/
Corporate Governance Committee, the Boards nominee for
election as a Class III Director is John Hodgman, the
current Class III member of the Board. Shares represented
by all proxies received by the Board and not so marked as to
withhold authority to vote for Mr. Hodgman (by writing
Mr. Hodgmans name where indicated on the proxy) will
be voted (unless Mr. Hodgman is unable or unwilling to
serve) FOR the election of Mr. Hodgman. The Board knows of
no reason why Mr. Hodgman would be unable or unwilling to
serve, but if such should be the case, proxies may be voted for
the election of another nominee(s) of the Board.
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The information below sets forth the current members of the
Board, including the nominee for Class III Director:
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Class of | |
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Steven Blank
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Private Investor |
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Jack Saltich
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President, Chief Executive Officer, Director, Three Five
Systems, Inc. |
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2002 |
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Victor Viegas
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President, Chief Executive Officer, Immersion Corporation |
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2002 |
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Jonathan Rubinstein
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II |
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Senior Vice President, Apple Computer, Inc. |
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1999 |
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Robert Van Naarden
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President and Chief Executive Officer, Empire Kosher Poultry,
Inc. |
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2002 |
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John Hodgman
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III |
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President, Chief Executive Officer, Chairman, Cygnus, Inc. |
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2002 |
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Nominee to Serve as Director for a Term Expiring at the 2008
Annual Meeting of Stockholders (Class III Director):
Mr. Hodgman has served as a member of the Board since
January 2002. Mr. Hodgman is the President, Chief Executive
Officer, and Chairman of the Board of Cygnus, Inc., a medical
company focused on the development, manufacturing, and
commercialization of new and improved glucose monitoring
devices. He also served as President of Cygnus Diagnostics where
he was responsible for the commercialization efforts for the
GlucoWatch monitor. He joined Cygnus in August 1994 as Vice
President, Finance and Chief Financial Officer. Mr. Hodgman
holds a B.S. degree from Brigham Young University and an M.B.A.
degree from the University of Utah.
Directors Serving for a Term Expiring at the 2006 Annual
Meeting of Stockholders (Class I Directors):
Mr. Blank has served as a member of the Board since October
1996. From November 1996, until August 1999, Mr. Blank
served as Executive Vice President of Marketing for E.piphany,
an enterprise software company that Mr. Blank co-founded.
From February 1993 to October 1996, Mr. Blank served as
Chief Executive Officer of Rocket Science Games, a video game
software company. From February 1990 to January 1993,
Mr. Blank served as Vice President of Marketing of
SuperMac, a supplier of Macintosh peripherals. Since April 2002,
Mr. Blank has served as a director of Macrovision
Corporation, a company that develops and licenses rights
management and copy protection technologies.
Mr. Saltich has served as a member of the Board since
January 2002. Since July 1999, Mr. Saltich has served as
the President, Chief Executive Officer, and a Director of
Three-Five Systems Inc., a technology company specializing in
the design, development, and manufacturing of custom displays
and display systems employing liquid crystal display
(LCD) and liquid crystal on silicon
(LCoStm)
microdisplay technology. From April 1996 until August 1999,
Mr. Saltich served as Vice President and General Manager of
Advanced Micro Devices European Center in Dresden Germany,
and from 1993 until 1996 he was responsible for establishing
AMDs first 200 mm wafer manufacturing facility.
Mr. Saltich received both a B.S. and an M.S. in electrical
engineering from the University of Illinois. In 2002,
Mr. Saltich was awarded an honorary Ph.D. from the
University of Illinois. He also completed all course work
towards a doctorate in electrical engineering at Arizona State
University.
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Mr. Victor Viegas has served as our Chief Executive Officer
and member of the Board of Directors since October 2002, and
President since February 2002. Mr. Viegas also served as
Chief Financial Officer until February 2005, having joined
Immersion in August 1999 as Chief Financial Officer, Vice
President, Finance. From June 1996 to August 1999, he served as
Vice President, Finance and Administration and Chief Financial
Officer of Macrovision Corporation. From October 1986 to June
1996, he served as Vice President of Finance and Chief Financial
Officer of Balco Incorporated, a manufacturer of advanced
automotive service equipment. He holds a Bachelor of Science
degree in Accounting and a Master of Business Administration
degree from Santa Clara University. Mr. Viegas is also
a Certified Public Accountant in the State of California.
Directors Serving for a Term Expiring at the 2007 Annual
Meeting of Stockholders (Class II Directors):
Mr. Rubinstein has served as a member of the Board since
October 1999. Since February 1997, Mr. Rubinstein has
served as Senior Vice President, iPod Division and prior to that
as Senior Vice President of Hardware Engineering at Apple
Computer, Inc., a personal computer company. From August 1993 to
August 1996, Mr. Rubinstein was Executive Vice President
and Chief Operating Officer of Fire Power Systems, a developer
and manufacturer of Power PC-based computer systems.
Mr. Rubinstein received a B.S. and an M.S. in electrical
engineering from Cornell University and an M.S. in computer
science from Colorado State University.
Mr. Van Naarden has served as a member of the Board since
October 2002. Since February 2004, Mr. Van Naarden has
served as the President and Chief Executive Officer of Empire
Kosher Poultry, Inc., a chicken and turkey processor in North
America. From July 2003 to April 2004, Mr. Van Naarden
served as an independent consultant to the Company assisting
with certain marketing initiatives of its wholly owned
subsidiary, Immersion Medical. From July 2000 to July 2003,
Mr. Van Naarden served as the President and Chief Executive
Officer of AuthentiDate, Inc., a software services business
start-up. From August 1996 to July 2000, Mr. Van Naarden
was the Vice President, Sales, Marketing, and Professional
Services of Sensar, Inc., a developer and supplier of iris
identification products and services for the banking industry.
Mr. Van Naarden received a B.S. in physics and a B.S. in
electrical engineering from the University of Pittsburgh and an
M.S. in electrical engineering/computer science from
Northeastern University.
Vote Required
If a quorum is present and voting, the nomination for
Class III director receiving the greatest number of votes
will be elected as a Class III director. Abstentions and
broker non-votes have no effect on the vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR THE CLASS III DIRECTOR NOMINEE LISTED
HEREIN.
Board of Directors
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Independence of Directors |
The Board follows Nasdaq Marketplace Rule 4200 for director
independence standards. In accordance with these standards, our
Board has determined that, except for Mr. Viegas, as
President and Chief Executive Officer, and Mr. Van Naarden,
who served as a consultant to Immersion, each of the members of
our Board has no relationship that would interfere with the
exercise of independent judgment in carrying out the
responsibilities of a director and is otherwise
independent in accordance with the applicable
listing standards of the Nasdaq Stock Market
(Nasdaq) as currently in effect.
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Board Structure and Meetings |
In 2004 the Board held five meetings. The Board has a standing
Audit Committee, Compensation Committee, and Nominating/
Corporate Governance Committee. During 2004, the Audit Committee
met eight times, the Compensation Committee met four times, and
the Nominating/ Corporate Governance Committee met two times.
Each of the current directors attended at least 75% of the
aggregate of (i) the total number of meetings of the Board
while he served on the Board and (ii) the total number of
meetings held by all committees of the Board on which each such
director served during 2004.
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Director Attendance at Annual Meetings |
The Company will make every effort to schedule its annual
meeting of stockholders at a time and date to accommodate
attendance by directors taking into account the directors
schedules. All directors are encouraged to attend the
Companys annual meeting of stockholders. One non-employee
director attended the Companys 2004 annual meeting of
stockholders.
Corporate Governance and Board Committees
The Board has adopted a Code of Business Conduct and Ethics (the
Code) that outlines the principles of legal and
ethical business conduct under which the Company does business.
The Code, which is applicable to all directors, employees, and
officers of the Company, is available at
www.immersion.com/corpgov. Any substantive amendment or waiver
of this Code may be made only by the Board of Directors upon a
recommendation of the Audit Committee, and will be disclosed on
our Web site. In addition, disclosure of any amendment or waiver
of the Code for directors and executive officers will also be
made by the filing of a Form 8-K with the Securities and
Exchange Commission (the SEC).
The Board has also adopted a written charter for each of the
Audit Committee, Compensation Committee, and Nominating/
Corporate Governance Committee. Each charter is available on the
Companys Web site at www.immersion.com/corpgov.
The Audit Committee retains the Companys independent
registered public accounting firm, makes such examinations as
are necessary to monitor the corporate financial reporting and
the internal and external audits of the Company and its
subsidiaries, provides to the Board of Directors the results of
its examinations and recommendations derived therefrom, outlines
to the Board improvements made, or to be made, in internal
accounting controls, and provides the Board such additional
information and materials as it may deem necessary to make the
Board aware of significant financial matters that require Board
attention. The members of the Audit Committee are
Messrs. Blank, Hodgman, and Saltich. The Board has
determined that each member of the Audit Committee meets the
independence criteria set forth in the applicable rules of
Nasdaq and the SEC for audit committee membership. In addition,
the Board has also determined that all members of the Audit
Committee possess the level of financial literacy required by
applicable Nasdaq and SEC rules and that in accordance with
section 407 of the Sarbanes-Oxley Act of 2002, at least one
member of the Audit Committee, Mr. Hodgman, is qualified as
an audit committee financial expert. A report of the
Audit Committee is set forth below.
The Compensation Committee reviews and makes recommendations to
the Board concerning reward policies, programs, and plans, and
approves employee and director compensation and benefits
programs. The members of the Compensation Committee are
Messrs. Blank and Rubinstein. Each of the members of the
Compensation Committee is independent for purposes of the Nasdaq
rules. A report of the Compensation Committee is set forth below.
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Nominating/ Corporate Governance Committee |
The Nominating/ Corporate Governance Committee evaluates and
recommends candidates for Board positions to the Board and
recommends to the Board policies on Board composition and
criteria for Board membership. The Nominating/ Corporate
Governance Committee also recommends to the Board, and reviews
on a periodic basis, the Companys succession plan,
including policies and principles for selection and succession
of the Chief Executive Officer in the event of an emergency or
the resignation or retirement of the Companys Chief
Executive Officer. In addition, the Nominating/ Corporate
Governance Committee periodically reviews policies of the
Company and the compliance of senior executives of the Company
with respect to these policies. The Nominating/ Corporate
Governance Committee also reviews the Companys compliance
with Nasdaq corporate governance listing requirements. The
members of the Nominating/ Corporate Governance Committee during
2004 were Messrs. Blank, Hodgman, Rubinstein, and Saltich.
Each of the members of the Nominating/ Corporate Governance
Committee is independent for purposes of the Nasdaq rules.
The Nominating/ Corporate Governance Committee evaluates all
directors whose terms will expire at the next annual meeting of
stockholders and are willing to continue in service in order to
determine whether to recommend to the Board such directors for
election at the annual meeting. The Nominating/ Corporate
Governance Committee considers the following factors in any such
evaluation:
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the appropriate size of the Board and its Committees; |
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the perceived needs of the Board for particular skills,
background, and business experience; |
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the relevant skills, background, reputation, and business
experience of nominees compared to the skills, background,
reputation, and business experience already possessed by other
members of the Board; |
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nominees independence from management; |
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applicable regulatory and listing requirements, including
independence requirements and legal considerations, such as
antitrust compliance; |
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the benefits of a constructive working relationship among
directors; and |
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the desire to balance the considerable benefit of continuity
with the periodic injection of the fresh perspective provided by
new members. |
The Nominating/ Corporate Governance Committees goal is to
assemble a Board that brings to the Company a variety of
perspectives and skills derived from high quality business and
professional experience. Directors should possess the highest
personal and professional ethics, integrity, and values, and be
committed to representing the best interests of the
Companys stockholders. They must also have an inquisitive
and objective perspective and mature judgment. Director
candidates must have sufficient time available in the judgment
of the Nominating/ Corporate Governance Committee to perform all
Board and Committee responsibilities. Board members are expected
to prepare for, attend, and participate in all Board and
applicable Committee meetings.
Other than the foregoing, there are no stated minimum criteria
for director nominees, although the Nominating/ Corporate
Governance Committee may also consider such other factors as it
may deem, from time to time, are in the best interests of the
Company and its stockholders. The Nominating/ Corporate
Governance Committee believes that it is preferable that at
least one member of the Board should meet the criteria for an
audit committee financial expert as defined by SEC
rules. Under applicable listing requirements, at least a
majority of the members of the Board must meet the definition of
independent director. The Nominating/ Corporate
Governance Committee also believes it appropriate for one or
more key members of the Companys management to participate
as members of the Board.
The Nominating/ Corporate Governance Committee will consider the
criteria and policies set forth above in determining if the
Board requires additional candidates for director. The
Nominating/ Corporate Governance Committee will consider
candidates for directors proposed by directors or management,
may poll directors and management for suggestions, or conduct
research to identify possible candidates, and may engage, if the
Nominating/ Corporate Governance Committee believes it is
appropriate, a third party search
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firm to assist in identifying qualified candidates. All such
candidates will be evaluated against the criteria and pursuant
to the policies and procedures set forth above. All director
nominees, including incumbents, must submit a completed form of
directors and officers questionnaire as part of the
nominating process. The evaluation process may also include
interviews and additional background and reference checks for
non-incumbent nominees at the discretion of the Nominating/
Corporate Governance Committee.
The Nominating/ Corporate Governance Committee will also
evaluate any recommendation for director nominee proposed by a
stockholder, provided that any such recommendation is sent in
writing to the Corporate Secretary at 801 Fox Lane,
San Jose, California 95131 at least 120 days prior to
the anniversary of the date proxy statements were mailed to
stockholders in connection with the prior years annual
meeting of stockholders, and contain the following information:
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the candidates name, age, contact information and present
principal occupation or employment; and |
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a description of the candidates qualifications, skills,
background, and business experience during, at a minimum, the
last five years, including his/her principal occupation and
employment and the name and principal business of any
corporation or other organization in which the candidate was
employed or served as a director. |
The Nominating/ Corporate Governance Committee will evaluate any
candidates recommended by stockholders against the same criteria
and pursuant to the same policies and procedures applicable to
the evaluation of all other proposed candidates, including
incumbents, and will select the nominees that in the Nominating/
Corporate Governance Committees judgment best suit the
needs of the Board at that time.
In addition, the Companys bylaws permit stockholders to
nominate directors for consideration at an annual meeting. Any
stockholder entitled to vote in the election of directors
generally may nominate one or more persons for election as
directors at a meeting only if timely notice of such
stockholders intent to make such nomination or nominations
has been given in writing to the Companys Secretary. To be
timely, a stockholder nomination for a director to be elected at
an annual meeting shall be received at our principal executive
offices not less than 120 calendar days in advance of the date
that the Companys proxy statement was released to
stockholders in connection with the previous years annual
meeting of stockholders, except that if no annual meeting was
held in the previous year or the date of the annual meeting has
been changed by more than 30 calendar days from the date
contemplated at the time of the previous years proxy
statement, to be timely, such notice must be received not later
than the close of business on the tenth day following the day on
which the date of the special meeting was announced; provided,
however, that in the event that the number of directors to be
elected at an annual meeting is increased and there is no public
announcement by the Company naming the nominees for the
additional directorships at least 130 days prior to the
first anniversary of the date that the Companys proxy
statement was released to stockholders in connection with the
previous years annual meeting, a stockholders notice
shall be considered timely, but only with respect to nominees
for the additional directorships, if it shall be delivered to
the Companys Secretary at the Companys principal
executive offices not later than the close of business on the
tenth day following the day on which such public announcement is
first made by the Company.
In the event of a nomination for director to be elected at a
special meeting, notice by the stockholders, to be timely, shall
be delivered to the Companys Secretary not earlier than
the 90th day prior to such special meeting and not later than
the close of business on the later of the 70th day prior to such
special meeting or the tenth day following the day on which
public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board to be elected
at such meeting.
Each such notice shall set forth: (a) the name and address
of the stockholder who intends to make the nomination, of the
beneficial owner, if any, on whose behalf the nomination is
being made and of the person or persons to be nominated;
(b) a representation that the stockholder is a holder of
record of stock of Immersion entitled to vote for the election
of directors on the date of such notice and intends to appear in
person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each
nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to
be made by the
7
stockholder; (d) such other information regarding each
nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules
of the SEC, had the nominee been nominated, or intended to be
nominated, by the Board; and (e) the consent of each
nominee to serve as a director of Immersion if so elected.
If the chairman of the meeting for the election of directors
determines that a nomination of any candidate for election as a
director at such meeting was not made in accordance with the
applicable provisions of our bylaws, such nomination shall be
void.
Communications by Stockholders with Directors
Stockholders may communicate with any and all company directors
by transmitting correspondence by mail, facsimile, or email,
addressed as follows: Board of Directors or individual director,
c/o James M. Koshland, Corporate Secretary, 801 Fox Lane,
San Jose, California 95131; Fax: (408) 467-1901; Email
Address: corporate.secretary@immersion.com. The Corporate
Secretary will maintain a log of such communications and
transmit as soon as practicable such communications to the
identified director addressee(s), unless there are safety or
security concerns that mitigate against further transmission of
the communication, as determined by the Corporate Secretary. The
Board of Directors or individual directors so addressed will be
advised of any communication withheld for safety or security
reasons as soon as practicable. The Corporate Secretary will
relay all communications to directors absent safety or security
issues.
Director Compensation
Non-employee directors receive $2,500 for attending the
quarterly Board meetings. Directors are also entitled to
reimbursement of reasonable travel expenses associated with
Board and Committee meetings. In addition, each non-employee
director of the Company is granted an option to
purchase 40,000 shares of common stock under the
Companys Amended 1997 Stock Option Plan (the 1997
Stock Option Plan) on the date the director first becomes
a member of the Board. Non-employee directors also receive
annual option grants to purchase 10,000 shares of the
Companys common stock. Subject to continued service to the
Company, options granted to non-employee directors vest as to
25% of the shares on the first anniversary of their grant date,
with the remaining portion vesting as to 2.083% per month
thereafter.
In 2004 the Company granted options to purchase the
Companys common stock to all of its directors. The options
granted Mr. Viegas, who was the Companys employee
director at the time of the grant, are described in the Summary
Compensation Table. The options granted to Messrs. Blank,
Hodgman, Rubinstein, Saltich, and Van Naarden, the non-employee
directors of the Company, are described in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Subject | |
|
Exercise Price | |
|
|
Date of Grant | |
|
to Option | |
|
per Share(1) | |
|
|
| |
|
| |
|
| |
Steven Blank
|
|
|
02/04/04 |
|
|
|
10,000 |
|
|
$ |
7.00 |
|
John Hodgman
|
|
|
02/04/04 |
|
|
|
10,000 |
|
|
$ |
7.00 |
|
Jonathan Rubinstein
|
|
|
02/04/04 |
|
|
|
10,000 |
|
|
$ |
7.00 |
|
Jack Saltich
|
|
|
02/04/04 |
|
|
|
10,000 |
|
|
$ |
7.00 |
|
Robert Van Naarden
|
|
|
02/04/04 |
|
|
|
10,000 |
|
|
$ |
7.00 |
|
|
|
(1) |
All options were granted at an exercise price equal to the fair
market value of the Companys stock on the date of grant. |
On July 1, 2003 the Company entered into a consulting
agreement with Mr. Robert Van Naarden to assist with
certain marketing initiatives of its wholly owned subsidiary,
Immersion Medical. Under the terms of the consulting agreement,
Mr. Van Naarden received $15,000 per month
compensation and reimbursement of reasonable out-of-pocket
travel expenses. The initial term of the consulting agreement
was six months and was renewable for subsequent three-month
terms unless either party notified the other in writing at least
ten days prior to the expiration of the then-current term of its
election to terminate the agreement. During the years ended
December 31, 2004 and 2003, the Company paid Mr. Van
Naarden $50,000 and $90,000,
8
respectively as compensation for his services pursuant to this
consulting agreement. The Company and Mr. Van Naarden
mutually terminated the consulting agreement as of
April 21, 2004.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The following table presents information concerning compensation
earned during the years ended December 31, 2004, 2003, and
2002 by the Companys current Chief Executive Officer, the
Companys two other most highly compensated executive
officers whose salary and bonus exceeded $100,000 in 2004, and
two other former executive officers of the Company who would
have been among the most highly compensated executive officers
of the Company had either of them continued to serve as an
executive officer through December 31, 2004 (collectively,
the Named Executive Officers). In accordance with
the rules of the SEC, the compensation described in this table
does not include perquisites and other personal benefits
received by these executive officers that do not exceed the
lesser of $50,000 or 10% of the total salary and bonus reported
for these Named Executive Officers.
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Term | |
|
|
|
|
|
|
|
|
|
|
Compensation | |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
Annual Compensation | |
|
Securities | |
|
|
|
|
Fiscal | |
|
| |
|
Underlying | |
|
Other | |
Name & Principal Position |
|
Year | |
|
Salary | |
|
Bonus(1) | |
|
Options | |
|
Compensation | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Victor Viegas
|
|
|
2004 |
|
|
$ |
227,334 |
|
|
|
|
|
|
|
200,000 |
|
|
|
|
|
|
President, Chief Executive Officer,
|
|
|
2003 |
|
|
$ |
216,661 |
|
|
|
|
|
|
|
250,000 |
|
|
|
|
|
|
and Director(2)
|
|
|
2002 |
|
|
$ |
163,440 |
|
|
|
|
|
|
|
50,000 |
|
|
|
|
|
Richard Vogel
|
|
|
2004 |
|
|
$ |
169,332 |
|
|
$ |
83,333 |
|
|
|
200,000 |
|
|
|
|
|
|
Senior Vice President and General Manager of Immersion Medical(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Zuckerman
|
|
|
2004 |
|
|
$ |
202,142 |
|
|
$ |
20,000 |
|
|
|
40,000 |
|
|
|
|
|
|
Senior Vice President and General Manager |
|
|
2003 |
|
|
$ |
51,078 |
|
|
|
|
|
|
|
300,000 |
|
|
|
|
|
|
Industrial Business(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Stacey
|
|
|
2004 |
|
|
$ |
54,097 |
|
|
|
5,000 |
|
|
|
|
|
|
$ |
155,953 |
(5) |
|
Former Senior Vice President, Medical |
|
|
2003 |
|
|
$ |
180,662 |
|
|
|
5,157 |
|
|
|
50,000 |
|
|
|
|
|
|
International Business Development(6) |
|
|
2002 |
|
|
$ |
168,591 |
|
|
|
5,000 |
|
|
|
125,000 |
|
|
|
|
|
Dexter C. Tight Jr.
|
|
|
2004 |
|
|
$ |
186,674 |
|
|
|
44,510 |
|
|
|
|
|
|
|
75,000 |
(7) |
|
Former Vice President and General Manager |
|
|
2003 |
|
|
$ |
23,048 |
|
|
|
|
|
|
|
300,000 |
|
|
|
|
|
|
Industrial Business Group(8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Bonuses are reported in the year earned, even if actually paid
in a subsequent year. |
|
(2) |
Mr. Viegas was appointed Chief Executive Officer in October
2002. He also served as Chief Financial Officer until February
2005. |
|
(3) |
Mr. Vogel joined the Company in March 2004 as Senior Vice
President and General Manager of Immersion Medical.
Mr. Vogels annual base salary is $200,000. The
$169,322 salary reported represents amounts earned by
Mr. Vogel in 2004. |
|
(4) |
Mr. Zuckerman joined the Company in September 2003 as
Senior Vice President, Marketing. He was appointed Senior Vice
President and General Manager of Industrial Business in October
2004. |
|
(5) |
Represents severance payments of $130,638 in conjunction with a
severance agreement entered into in April 2004, and accrued
vacation pay of $25,315 paid upon termination of employment. |
|
(6) |
Mr. Stacey ceased to be an executive officer of the Company
in March 2004. Mr. Staceys employment terminated on
April 13, 2004. |
|
(7) |
Represents severance payments to be paid to Mr. Tight in
accordance with his severance agreement with the Company dated
January 4, 2005. |
9
|
|
(8) |
Mr. Tight ceased to be an executive officer of the Company
in October 2004. Mr. Tights employment terminated on
December 31, 2004. |
Option Grants in the Last Fiscal Year
The following table presents information with respect to grants
of options to purchase the Companys common stock made
during the fiscal year ended December 31, 2004 to the Named
Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No. of | |
|
Percent of | |
|
|
|
|
|
Potential Realizable Value | |
|
|
Securities | |
|
Total Options | |
|
|
|
|
|
at Assumed Annual Rates | |
|
|
Underlying | |
|
Granted to | |
|
|
|
|
|
of Stock Appreciation for | |
|
|
Options | |
|
Employees | |
|
Exercise | |
|
|
|
Option Term(4) | |
|
|
Granted | |
|
During Period | |
|
Price | |
|
Expiration | |
|
| |
Name |
|
(#)(1) | |
|
(%)(2) | |
|
($/Share)(3) | |
|
Date | |
|
5% | |
|
10% | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Victor Viegas
|
|
|
200,000 |
|
|
|
9.64 |
|
|
$ |
7.00 |
|
|
|
02/14/14 |
|
|
$ |
880,452 |
|
|
$ |
2,231,239 |
|
Richard Vogel
|
|
|
200,000 |
|
|
|
9.64 |
|
|
$ |
9.24 |
|
|
|
03/01/14 |
|
|
$ |
1,162,197 |
|
|
$ |
61,200 |
|
Michael Zuckerman
|
|
|
10,000 |
|
|
|
0.48 |
|
|
$ |
8.05 |
|
|
|
01/26/14 |
|
|
$ |
50,626 |
|
|
$ |
128,296 |
|
Michael Zuckerman
|
|
|
10,000 |
|
|
|
0.48 |
|
|
$ |
7.96 |
|
|
|
04/09/14 |
|
|
$ |
50,060 |
|
|
$ |
126,862 |
|
Michael Zuckerman
|
|
|
20,000 |
|
|
|
0.96 |
|
|
$ |
4.16 |
|
|
|
05/24/14 |
|
|
$ |
52,324 |
|
|
$ |
132,609 |
|
Richard Stacey
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dexter C. Tight Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Options granted pursuant to the Companys 1997 Stock Option
Plan generally vest at a rate of 25% of the underlying shares
12 months after the date of grant, and 2.0833% monthly
thereafter over the next 36 months, and have a maximum term
of ten years measured from the option grant date, subject to
earlier termination in the event of the optionees
cessation of service with the Company. |
|
(2) |
Based on options to purchase an aggregate of
2,074,210 shares that were granted in 2004. |
|
(3) |
All options were granted at an exercise price equal to the fair
market value of the Companys stock on the date of grant. |
|
(4) |
The potential realizable value represents the hypothetical gains
of the options granted based on assumed annual compound stock
appreciation rates over the exercise price per share (before
taxes). Actual gains, if any, on stock option exercises are
dependent on the future performance of the Companys common
stock. There can be no assurance that any of the value reflected
in this table will be achieved. |
Aggregated Option Exercises In Last Fiscal Year
and Fiscal Year End Option Values
The following table presents information concerning the value of
exercisable and unexercisable options held as of
December 31, 2004 by the Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities | |
|
Value of Unexercised | |
|
|
|
|
|
|
Underlying Options at | |
|
In-The-Money Options at | |
|
|
|
|
|
|
Fiscal Year End | |
|
Fiscal Year End ($)(2) | |
|
|
Shares Acquired | |
|
Value | |
|
| |
|
| |
Name |
|
On Exercise (#) | |
|
Realized ($)(1) | |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable | |
|
Unexercisable | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Victor Viegas
|
|
|
|
|
|
|
|
|
|
|
835,225 |
|
|
|
363,275 |
|
|
$ |
989,825 |
|
|
$ |
959,675 |
|
Richard Vogel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000 |
|
|
$ |
|
|
|
$ |
|
|
Michael Zuckerman
|
|
|
|
|
|
|
|
|
|
|
87,500 |
|
|
|
252,500 |
|
|
$ |
98,000 |
|
|
$ |
300,600 |
|
Richard Stacey
|
|
|
68,227 |
|
|
$ |
166,238 |
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
Dexter C. Tight Jr.
|
|
|
|
|
|
|
|
|
|
|
81,250 |
|
|
|
|
|
|
$ |
145,438 |
|
|
$ |
|
|
|
|
(1) |
Upon exercise of the options, an option holder did not
necessarily receive the amount reported above under the column
Value Realized. The amounts reported above under the
column Value Realized merely reflect the amount by
which the fair market value of the common stock of the Company
on the |
10
|
|
|
date of the option was exercised exceeded the exercise price of
the option. The option holder does not realize any cash until
the shares of common stock issued upon exercise of the options
are sold. |
|
(2) |
Based on the closing price of $7.29 of the Companys common
stock as reported on the Nasdaq National Market System at
December 31, 2004, the last day of trading of the
Companys common stock during 2004, less the exercise price
payable for such shares. |
No compensation intended to serve as incentive for performance
to occur over a period longer than one fiscal year was paid
pursuant to a long-term incentive plan during 2004 to any Named
Executive Officer. The Company does not have any defined benefit
or actuarial plan under which benefits are determined primarily
by final compensation and years of service with any of the Named
Executive Officers.
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS
On November 5, 2001, the Company entered into an employment
agreement with Mr. Victor Viegas, then the Companys
President and Chief Financial Officer. The agreement provides
for a minimum annual base salary of $200,000, as well as
eligibility to receive an annual bonus based upon the
achievement of certain financial and/or other performance
targets established by the Board. In the event
Mr. Viegas employment with the Company is terminated
without cause, or if Mr. Viegas terminates his
employment for constructive reason, Mr. Viegas
shall be entitled to (i) the continuation of his base
salary for a period of twelve months, (ii) the continuation
of his health, dental, and vision benefits for as long as he
remains entitled to receive his base salary, and
(iii) except with respect to a termination in connection
with a change in control, 75% of Mr. Viegas then
unvested stock and stock options shall become immediately
vested. If Mr. Viegas is terminated as result of death or
disability, 24 months of his unvested stock and stock
options shall vest, and in the event of disability, he shall be
entitled to his base salary for a period of six months. In the
event of a change in control, 75% of Mr. Viegas then
unvested stock and stock options shall immediately vest. In the
event Mr. Viegas employment is terminated without
cause or for constructive reason during
the period three months prior to a change in control, 100% of
his then unvested stock and stock options shall immediately
vest. Mr. Viegas was appointed to Chief Executive Officer
effective October 23, 2002. Mr. Viegas ceased serving
as Chief Financial Officer on February 28, 2005.
On December 3, 2003, the Company and Mr. Richard
Stacey amended and restated Mr. Staceys prior
employment agreement. The amended agreement provided that
Mr. Stacey shall be employed by the Company as its Senior
Vice President, Medical International Business Development with
an annual base salary of $180,000 and the right to participate
in a variable compensation plan as mutually developed by
Mr. Stacey and the Medical General Manager. Additionally,
in the event Mr. Staceys employment with the Company
was terminated for any reason not related to
Mr. Staceys performance, the Company would provide
continued payment of Mr. Staceys salary at his final
base salary rate, less applicable withholdings, and pay premiums
for Mr. Staceys COBRA coverage for the twelve months
following his termination. Mr. Stacey and the Company
agreed to terminate his employment as Senior Vice President,
Medical International Business Development, for reasons not
related to Mr. Staceys performance. The termination
was effective April 13, 2004.
On November 13, 2003, the Company entered into an
employment agreement with Mr. Dexter (Tim) Tight Jr., Vice
President and General Manager, Industrial Business Group. The
agreement provided for a minimum annual base salary of $180,000,
as well as eligibility to receive an annual bonus based upon the
achievement of certain financial and/or other performance
targets established by the Board. Additionally, in the event
Mr. Tights employment with the Company was terminated
for any reason not related to Mr. Tights performance,
the Company would provide continued payment of
Mr. Tights salary at his final base salary rate, less
applicable withholdings, and pay premiums for
Mr. Tights COBRA coverage for the six months
following his termination. Mr. Tights employment was
terminated effective December 31, 2004. The Company agreed
to provide continued payment of Mr. Tights salary at
his final base salary rate, less applicable withholdings, and
pay premiums for Mr. Tights COBRA coverage, for the
five months following his termination.
11
On December 1, 2004, the Company entered into a consulting
agreement with Mr. Tight to assist with certain sales and
marketing initiatives. Under the terms of the consulting
agreement, Mr. Tight will receive commissions as a
percentage of certain fees paid to Immersion and reimbursement
of reasonable out-of-pocket travel expenses. The initial term of
the consulting agreement is six months and is renewable for
subsequent three-month terms unless either party notifies the
other in writing prior to the expiration of the then-current
term of its election to terminate the agreement.
On February 24, 2004, the Company entered into an
employment agreement with Mr. Richard Vogel, Senior Vice
President General Manager, Immersion Medical. The
agreement provides for a minimum annual base salary of $200,000,
as well as eligibility to receive an annual bonus based upon the
achievement of certain financial and/or other performance
targets established by the Board. In the event
Mr. Vogels employment with the Company is terminated
for any reason not related to Mr. Vogels performance,
the Company will provide severance payments equal to six
months salary and pay premiums for Mr. Vogels
COBRA coverage for the six months following his termination.
Mr. Zuckerman joined the Company in September 2003 as
Senior Vice President, Marketing. On September 14, 2004,
the Company entered into an employment agreement with
Mr. Michael Zuckerman, Senior Vice President and General
Manager of the Industrial Business Group. The agreement provides
for a minimum annual base salary of $200,000, as well as
eligibility to receive variable compensation based upon the
achievement of certain financial and/or other performance
targets established by the Board. In the event
Mr. Zuckermans employment with the Company is
terminated for any reason not related to
Mr. Zuckermans performance, the Company will provide
severance payments equal to twelve months salary, pay
premiums for Mr. Zuckermans COBRA coverage for the
twelve months following his termination, and stock option
vesting shall be accelerated by 12 months.
The Companys 1994 stock option plan provides that, in the
event of a change in control, the Board may either arrange with
the acquiring corporation that outstanding options be assumed or
that equivalent options be substituted by the acquiring
corporation; or provide that any unexercisable or unvested
portions of the outstanding options shall be immediately
exercisable and vested in full. The options terminate if they
are not assumed, substituted, or exercised prior to a change of
control.
AUDIT COMMITTEE REPORT
Under the guidance of a written charter adopted by the Board,
the purpose of the Audit Committee is to retain an independent
registered public accounting firm, to make such examinations as
are necessary to monitor the corporate financial reporting of
the internal and external audits of the Company and its
subsidiaries, to provide to the Board the results of its
examinations and recommendations derived therefrom, to outline
to the Board the improvements made, or to be made, in internal
accounting controls, and to provide the Board such additional
information and materials as it may deem necessary to make the
Board aware of significant financial matters that require the
attention of the Board. During fiscal 2004, the Audit Committee
met eight times and discussed the interim financial information
contained in each quarterly earnings announcement as well as the
Quarterly Reports on Form 10-Q for the Companys
first, second, and third quarters of fiscal 2004 with the
President, Chief Executive Officer, and Chief Financial Officer;
the Vice President, Corporate Controller; and the Companys
independent registered public accounting firm prior to the
public release of such information. Each member of the Audit
Committee meets the independence requirements of Nasdaq and the
SEC.
Management is primarily responsible for the system of internal
controls and the financial reporting process. The independent
registered public accounting firm is responsible for expressing
an opinion on the financial statements based on an audit
conducted in accordance with generally accepted auditing
standards. The Audit Committee is responsible for monitoring and
overseeing these processes.
12
In this context and in connection with the audited financial
statements contained in the Companys Annual Report on
Form 10-K, the Audit Committee:
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|
reviewed and discussed the audited financial statements with the
Companys management; |
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discussed with Deloitte & Touche LLP, the
Companys independent registered public accounting firm,
with and without management present, the matters required to be
discussed under Statement of Auditing Standards No. 61,
Communication with Audit Committees, as amended, including the
overall scope of Deloitte & Touche LLPs audit,
the results of its examination, its evaluation of the
Companys internal controls and the overall quality of the
Companys financial reporting; |
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|
reviewed the written disclosures and the letter from
Deloitte & Touche LLP required by the Independence
Standards Board Standard No. 1, Independence Discussions
with Audit Committees, and discussed with the independent
registered public accounting firm their independence, and
concluded that the nonaudit services performed by
Deloitte & Touche LLP are compatible with maintaining
its independence; |
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|
|
based on the foregoing reviews and discussions, recommended to
the Board that the audited financial statements be included in
the Companys 2004 Annual Report on Form 10-K for the
fiscal year ended December 31, 2004 filed with the
SEC; and |
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|
instructed Deloitte & Touche LLP that the Committee
expects to be advised if there are any subjects that require
special attention. |
During the course of 2004, management completed the
documentation, testing and evaluation of Immersions system
of internal control over financial reporting in response to the
requirements set forth in Section 404 of the Sarbanes-Oxley
Act of 2002 and related regulations. The Audit Committee was
kept apprised of the progress of the evaluation and provided
oversight and advice to management during the process. In
connection with this oversight, the Audit Committee received
periodic updates provided by management and Deloitte &
Touche LLP at each regularly scheduled committee meeting. The
Audit Committee also held special meetings to discuss issues as
they arose. At the conclusion of the process, management
provided the Audit Committee with, and the Audit Committee
reviewed a report on the effectiveness of the Companys
internal control over financial reporting. The Audit Committee
also received the report of management contained in the
Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 filed with the SEC, as well as
Deloitte & Touche LLPs Report of Independent
Registered Public Accounting Firm included in the Companys
Annual Report on Form 10-K related to its audit of
(i) the consolidated financial statements and financial
statement schedule, (ii) managements assessment of
the effectiveness of the internal control over financial
reporting and (iii) the effectiveness of internal control
over financial reporting. The Audit Committee continues to
oversee the Companys efforts related to its internal
control over financial reporting and managements
preparations for the evaluation in fiscal 2005.
|
|
|
AUDIT COMMITTEE |
|
John Hodgman, Chairman |
|
Jack Saltich |
|
Steven Blank |
COMPENSATION COMMITTEE REPORT
This Compensation Committee Report describes the compensation
policies and rationale applied to the compensation paid to the
Companys executive officers for the fiscal year ended
December 31, 2004. The Compensation Committee has the
authority to administer the Companys stock option plans,
establish the level of base salary payable to the Chief
Executive Officer (CEO) and the other executive
officers of the Company, and the responsibility of approving the
bonus program to be in effect for the CEO and the other
executive officers. The Compensation Committee of the Board is
comprised of non-employee directors, each of whom is independent
for purposes of the Nasdaq rules.
13
General Compensation Policy. The Committees
fundamental compensation policy is to align compensation with
business objectives and performance, and to enable the Company
to attract, retain, and reward executive officers whose
contributions are necessary for the long term success of the
Company. Accordingly, each executive officers compensation
package consists of: (i) base salary; (ii) annual cash
bonus; and (iii) long-term stock-based incentive awards.
Base Salary. The base salary for each executive officer
is reviewed annually by the Compensation Committee and
adjustments are made based on personal performance, taking into
account the average salary levels in effect for comparable
positions with companies having total revenues similar to the
Companys. Each individuals base pay is positioned
relative to the total compensation package, including cash bonus
incentives and long-term stock-based incentives.
Cash Bonuses. In January 2002, the Company adopted an
annual cash bonus program applicable to all of the
Companys executive officers, that provides for the payment
of bonuses based upon the Company meeting certain revenue and
profit objectives.
Long-term Incentive Compensation. During the fiscal year
ended December 31, 2004, the Committee made discretionary
option grants to certain of the executive officers of the
Company under the Companys 1997 Stock Option Plan based on
each officers personal performance. Option grants were
generally made at varying times and in varying amounts in the
discretion of the Committee. Typically, the size of each grant
was set at a level that is deemed appropriate to create a
meaningful opportunity for stock ownership based upon the
individuals position with the Company, the
individuals potential for future responsibility and
promotion, the individuals performance in the recent
period, and the number of unvested options held by the
individual at the time of the new grant. The relative weight
given to each of these factors varied from individual to
individual.
Options generally vest over four years. Thus, the vesting of
each option is contingent upon the executive officers
continued employment with the Company. Accordingly, the options
provided compensation to the executive officer only if he
remained in the Companys employ, and then only if the
market price of the Companys common stock appreciated over
the option term.
CEO Compensation. Mr. Viegas compensation as
President and Chief Executive Officer was initially established
pursuant to his employment agreement dated November 5,
2001, the terms of which were set by arms length
bargaining and have been approved by the Board. Under the terms
of his employment agreement, Mr. Viegas was entitled to
receive a base salary of $200,000 per year, plus an annual
incentive based upon the Companys annual variable
compensation plan contingent upon the Company exceeding certain
financial targets. In March 2003, the Compensation Committee
increased Mr. Viegas salary to $225,000 annually. In
deciding to increase Mr. Viegas salary, the
Compensation Committee considered Mr. Viegas prior
accomplishments, his expanded role in the Company, his expected
future contributions, and in response to the Committees
review of the compensation levels of CEOs of similar-sized high
technology companies in the Silicon Valley region. The committee
believes that the terms of Mr. Viegas employment
agreement are consistent with agreements in similar companies
and with peer executives at Immersion. During February 2004,
Mr. Viegas was granted an option to
purchase 200,000 shares of the Companys common
stock under the Companys 1997 Stock Option Plan. The terms
of Mr. Viegas employment agreement are further
described in the section entitled Employment Contracts and
Change In Control Arrangements.
Compliance with Internal Revenue Code
Section 162(m). The Companys policy with respect
to compensation paid to its executive officers is to deduct such
compensation that qualifies under Section 162(m) of the
Internal Revenue Code, as amended, as an expense.
Section 162(m) of the Internal Revenue Code and related
Treasury Department regulations restrict deductibility of
executive compensation paid to the Companys Chief
Executive Officer and each of the four other most highly
compensated executive officers holding office at the end of any
year to the extent such compensation exceeds $1,000,000 for any
of such officers in any year and does not qualify for an
exception under the statute or regulations. Income from options
granted under the Companys 1997 Stock Option Plan would
generally qualify for an exemption from these restrictions so
long as the options are granted by a committee whose members are
non-employee directors. The Company expects that the
Compensation Committee will generally be comprised of
non-employee directors, and that to the extent such Committee is
not so constituted for any period of time, the
14
options granted during such period will not be likely to result
in compensation exceeding $1,000,000 in any year. The Committee
does not believe that in general other components of the
Companys compensation will be likely to exceed $1,000,000
for any executive officer in the foreseeable future and
therefore concluded that no further action with respect to
qualifying such compensation for deductibility was necessary at
this time. In the future, the Committee will continue to
evaluate the advisability of qualifying its executive
compensation for deductibility of such compensation.
|
|
|
COMPENSATION COMMITTEE |
|
Steven Blank |
|
Jonathan Rubinstein, Chairman |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
Neither of the individuals serving on the Compensation Committee
was at any time during 2004, or at any other time, an officer or
employee of the Company. No executive officer of the Company
serves as a member of the board of directors or compensation
committee of any entity that has one or more executive officers
serving as a member of the Companys Board or the
Compensation Committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as described elsewhere in this Proxy Statement, including
in Executive Compensation and Related Information
above, or in Other Transactions below, since
January 1, 2004, there has not been, nor is there currently
proposed, any transaction or series of similar transactions to
which the Company is or was a party in which the amount involved
exceeds $60,000 and in which any of its directors, executive
officers, or holders of more than 5% of the Companys
capital stock had or will have a direct or indirect material
interest.
Other Transactions
In addition to indemnification provisions in the Companys
bylaws, the Company has entered into agreements to indemnify its
directors and executive officers. These agreements provide for
indemnification of the Companys directors and executive
officers for some types of expenses, including attorneys
fees, judgments, fines, and settlement amounts incurred by
persons in any action or proceeding, including any action by or
in the right of the Company, arising out of their services as
the Companys director or executive officer. We believe
that these provisions and agreements are necessary to attract
and retain qualified persons as directors and executive officers.
15
STOCK PERFORMANCE GRAPH
The graph set forth below compares the cumulative total
stockholder return on the Companys common stock between
December 31, 1999 and December 31, 2004, with the
cumulative total return of (i) the Nasdaq Stock Market
Total Return Index (U.S. Companies) (the Nasdaq Stock
Market-U.S. Index) and (ii) the RDG Technology
Composite Index, over the same period. This graph assumes the
investment of $100.00 on December 31, 1999, in the
Companys common stock, The Nasdaq Stock
Market-U.S. Index, and the RDG Technology Composite Index,
and assumes the reinvestment of dividends, if any.
The comparisons shown in the graph below are based upon
historical data and the Company cautions that the stock price
performance shown in the graph below is not indicative of, nor
intended to forecast, the potential future performance of the
Companys common stock. Information used in the graph was
obtained from a source believed to be reliable, but the Company
is not responsible for any errors or omissions in such
information.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG IMMERSION CORPORATION, THE NASDAQ STOCK MARKET (U.S.)
INDEX
AND THE RDG TECHNOLOGY COMPOSITE INDEX
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* |
$100 invested on 12/31/99 in stock or index
including reinvestment of dividends. Fiscal year ending December
31. |
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| |
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| |
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| |
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| |
|
Cumulative Total Return |
|
|
12/99 |
|
|
12/00 |
|
|
12/01 |
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12/02 |
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12/03 |
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12/04 |
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|
IMMERSION CORPORATION
|
|
|
|
100.00 |
|
|
|
|
19.59 |
|
|
|
|
17.56 |
|
|
|
|
3.05 |
|
|
|
|
15.50 |
|
|
|
|
19.00 |
|
|
NASDAQ STOCK MARKET-U.S. INDEX
|
|
|
|
100.00 |
|
|
|
|
60.30 |
|
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|
|
45.49 |
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|
|
26.40 |
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|
38.36 |
|
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|
40.51 |
|
|
RDG TECHNOLOGY COMPOSITE INDEX
|
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|
100.00 |
|
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|
|
69.88 |
|
|
|
|
48.14 |
|
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26.35 |
|
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|
39.98 |
|
|
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|
43.08 |
|
|
Notwithstanding anything to the contrary set forth in any of the
Companys previous or future filings under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, that might incorporate this Proxy Statement or
future filings made by the Company under those statutes, the
Audit Committee Report, the Compensation Committee Report, and
Stock Performance Graph are not deemed filed with the Securities
and Exchange Commission and shall not be deemed incorporated by
reference into any of those prior filings or into any future
filings made by the Company under those statutes.
16
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Company is asking the stockholders to ratify the Audit
Committees engagement of Deloitte & Touche LLP as
the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2005, and in the
event the stockholders fail to ratify the appointment, the Audit
Committee will reconsider its engagement. Even if the engagement
is ratified, the Audit Committee, in its discretion, may direct
the engagement of a different independent registered public
accounting firm at any time during the year if the Audit
Committee feels that such a change would be in the best interest
of the Company and its stockholders. Representatives of
Deloitte & Touche LLP are expected to be present at the
Annual Meeting, will have the opportunity to make a statement if
they desire to do so, and will be available to respond to
appropriate questions.
Deloitte & Touche LLP has been the independent
registered public accounting firm that audits the financial
statements of the Company since 1997. In accordance with
standing policy, Deloitte & Touche LLP periodically
changes the personnel who work on the audit. The Company has no
current consulting agreements with Deloitte & Touche
LLP.
The following table sets forth the aggregate fees billed to the
Company for the fiscal years ended December 31, 2004 and
2003 by the Companys principal accounting firm,
Deloitte & Touche LLP, the member firms of Deloitte
Touche Tohmatsu, and their respective affiliates:
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2004 | |
|
2003 | |
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| |
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| |
Audit Fees(1)
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$ |
595,000 |
|
|
$ |
262,000 |
|
Audit Related Fees(2)
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34,000 |
|
|
|
69,000 |
|
Tax Fees(3)
|
|
|
|
|
|
|
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|
|
Tax Compliance/preparation
|
|
|
93,000 |
|
|
|
54,000 |
|
|
Other tax services
|
|
|
5,000 |
|
|
|
4,000 |
|
|
|
|
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|
|
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|
Total Tax Fees
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|
$ |
98,000 |
|
|
$ |
58,000 |
|
All Other Fees(4)
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|
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|
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|
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Total Fees
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|
$ |
727,000 |
|
|
$ |
389,000 |
|
|
|
|
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|
|
|
|
|
(1) |
Audit fees consist of fees billed, or expected to be billed, for
professional services rendered for the audits of the
Companys consolidated financial statements and
managements assessment that it maintained effective
internal controls over financial reporting, along with reviews
of interim condensed consolidated financial statements included
in quarterly reports, and services that are normally provided by
Deloitte & Touche LLP in connection with statutory and
regulatory filings or engagements, and attestation services. |
|
(2) |
Audit-related fees consist of fees billed for assurance and
related services that are reasonably related to the performance
of the audit or review of the Companys consolidated
financial statements and are not reported under Audit
Fees. |
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(3) |
Tax fees consist of tax compliance/preparation and other tax
services. Tax compliance/preparation consists of fees billed for
tax return preparation, claims for refunds, and tax payment
planning services related to federal, state, and international
taxes. Other tax services consist of fees billed for services
including tax advice, tax strategy, and other miscellaneous tax
consulting and planning. |
|
(4) |
All other fees consist of fees for all other services other than
those reported above. The companys intent is to minimize
services in this category. |
The Audit Committee has determined that all services performed
by Deloitte & Touche LLP are compatible with
maintaining the independence of Deloitte & Touche LLP.
In addition, since the effective date of the SEC rules stating
that an independent public accounting firm is not independent of
an audit client if the services it provides to the client are
not appropriately approved, the Audit Committee has approved, and
17
will continue to pre-approve all audit and permissible non-audit
services provided by the independent registered public
accounting firm. These services may include audit services,
audit-related services, tax services, and other services.
The Audit Committee has adopted a policy for the pre-approval of
services provided by the independent registered public
accounting firm, pursuant to which it may pre-approve certain
audit fees, audit-related fees, tax fees, and fees for other
services. Under the policy, the Audit Committee may also
delegate authority to pre-approve certain specified audit or
permissible non-audit services to one or more of its members. A
member to whom pre-approval authority has been delegated must
report his pre-approval decisions, if any, to the Audit
Committee at its next meeting. Unless the Audit Committee
determines otherwise, the term for any service pre-approved by a
member to whom pre-approval authority has been delegated is
twelve months.
Vote Required
Stockholder ratification of the selection of Deloitte &
Touche LLP as the independent registered public accounting firm
is not required by our bylaws or otherwise. The Board, however,
is submitting the selection of Deloitte & Touche LLP to
the stockholders for ratification as a matter of good corporate
practice. If the stockholders fail to ratify the selection, the
Audit Committee and the Board will reconsider whether or not to
retain Deloitte & Touche LLP. Even if the selection is
ratified, the Audit Committee and the Board in their discretion
may direct the appointment of a different independent registered
public accounting firm at any time during the year if they
determine that such a change would be in the best interests of
the Company and our stockholders.
Approval of this proposal requires the affirmative vote of a
majority of the votes cast at the annual meeting of
stockholders, as well as the presence of a quorum representing a
majority of all outstanding shares of the Company, either in
person or by proxy. Abstentions and broker non-votes will each
be counted as present for purposes of determining the presence
of a quorum but will not have any effect on the outcome of the
proposal.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND
RECOMMENDS THAT
STOCKHOLDERS VOTE FOR PROPOSAL 2.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), requires the
Companys executive officers, directors, and persons who
beneficially own more than 10% of our common stock to file
initial reports of ownership and reports of changes in ownership
with the SEC. These persons are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms
filed by such persons.
Based solely on the Companys review of the forms furnished
to it and written representations from certain reporting
persons, the Company believes that all filing requirements
applicable to its executive officers, directors, and persons who
beneficially own more than 10% of the Companys common
stock were complied within the fiscal year ended
December 31, 2004.
18
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP BY MANAGEMENT
The following table sets forth as of March 28, 2005,
certain information with respect to the beneficial ownership of
the Companys common stock by (i) each stockholder who
is known by the Company to be the beneficial owner of more than
5% of the Companys outstanding shares of common stock,
(ii) each of the Companys directors, (iii) the
Named Executive Officers, and (iv) all directors and named
executive officers as a group. Beneficial ownership has been
determined in accordance with Rule 13d-3 under the Exchange
Act. Under this rule, certain shares may be deemed to be
beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned
by a person if the person has the right to acquire shares (for
example, upon exercise of an option or warrant) within
60 days of the date as of which the information is
provided; in computing the percentage ownership of any person,
the amount of shares is deemed to include the amount of shares
beneficially owned by such person (and only such person) by
reason of such acquisition rights. As a result, the percentage
of outstanding shares of any person as shown in the following
table does not necessarily reflect the persons actual
voting power at any particular date.
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Shares | |
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Subject to | |
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Amount and | |
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Options | |
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Nature of | |
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Included in | |
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Beneficial | |
|
Beneficial | |
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Percent of | |
Beneficial Owner |
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Ownership(1)(2) | |
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Ownership(3) | |
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Class(4) | |
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| |
Jundt Associates, Inc.(5)
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1,674,885 |
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7.1 |
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1645 Carlson Parkway, Suite 120
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Minneapolis, Minnesota 55305
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Mazama Capital Management Inc.(6)
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5,547,793 |
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23.4 |
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One SW Columbia, Suite 1500
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Portland, Oregon 97258
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Austin W. Marxe and David M. Greenhouse beneficial owners of AWM
Investment Company Inc.(7)
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1,636,659 |
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6.5 |
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153 East
53rd Street,
55th
floor
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New York, New York 10022
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Executive Officers and Directors
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Victor Viegas
|
|
|
941,950 |
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|
|
927,664 |
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3.8 |
|
Richard Vogel
|
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|
58,333 |
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58,333 |
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* |
|
Michael Zuckerman
|
|
|
128,749 |
|
|
|
128,749 |
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* |
|
Richard Stacey
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|
31,691 |
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* |
|
Dexter C. Tight Jr.
|
|
|
81,250 |
|
|
|
81,250 |
|
|
|
* |
|
Steven Blank
|
|
|
189,699 |
|
|
|
93,965 |
|
|
|
* |
|
John Hodgman
|
|
|
48,333 |
|
|
|
48,333 |
|
|
|
* |
|
Jonathan Rubinstein
|
|
|
98,501 |
|
|
|
83,431 |
|
|
|
* |
|
Jack Saltich
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|
|
48,333 |
|
|
|
48,333 |
|
|
|
* |
|
Robert Van Naarden
|
|
|
34,583 |
|
|
|
34,583 |
|
|
|
* |
|
All named executive officers and directors as a group
(10 persons)
|
|
|
1,661,422 |
|
|
|
1,504,641 |
|
|
|
6.7 |
|
|
|
|
|
* |
Less than 1% of the outstanding shares of common stock. |
|
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(1) |
Except as indicated in the footnotes to this table and pursuant
to applicable community property laws, the persons named in the
table have sole voting and investment power with respect to all
shares of common stock. To the Companys knowledge, the
entities named in the table have sole voting and investment
power with respect to all shares of common stock shown as
beneficially owned by them. Except as |
19
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|
otherwise indicated, the address of each of the persons in this
table is as follows: c/o Immersion Corporation, 801 Fox
Lane, San Jose, California 95131. |
|
(2) |
The number of shares of common stock deemed outstanding includes
shares issuable pursuant to stock options, warrants, and
convertible debentures that may be exercised within 60 days
after March 28, 2005 held by the person whose percentage of
outstanding stock is calculated. |
|
(3) |
Only shares issuable upon exercise of options within
60 days of March 28, 2005 are included for purposes of
determining beneficial ownership. |
|
(4) |
Calculated on the basis of 23,736,063 shares of common
stock outstanding as of March 28, 2005, provided that any
additional shares of common stock that a stockholder has the
right to acquire within 60 days after March 28, 2005
are deemed to be outstanding for the purpose of calculating that
stockholders percentage beneficial ownership. |
|
(5) |
Based solely on information reported on Schedule 13G filed
by Jundt Associates, Inc. with the SEC on February 11, 2005. |
|
(6) |
Based solely on information reported on Schedule 13G filed
by Mazama Capital Management Inc. with the SEC on
February 15, 2005. |
|
(7) |
Based solely on information reported on Schedule 13G filed
by Austin W. Marxe and David M. Greenhouse beneficial owners of
AWM Investment Company Inc. with the Securities and Exchange
Commission on February 14, 2005. This includes
213,475 shares issuable upon exercise of warrants and
1,423,183 common shares issuable upon conversion of convertible
debentures. These warrants and debentures are owned by Special
Situations Cayman Fund, L.P., Special Situations Fund III,
L.P., Special Situations Private Equity Fund, L.P., Special
Situations Technology Fund, L.P., and Special Situations
Technology Fund II, L.P. |
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31,
2004 concerning the Companys equity compensation plans:
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|
|
|
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|
|
|
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Number of Shares | |
|
|
|
|
|
|
Remaining Available | |
|
|
|
|
|
|
for Future Issuance | |
|
|
|
|
|
|
Under Equity | |
|
|
Number of Shares to | |
|
|
|
Compensation | |
|
|
be Issued Upon | |
|
Weighted-Average | |
|
Plans (Excluding | |
|
|
Exercise of | |
|
Exercise Price of | |
|
Shares Reflected in | |
|
|
Outstanding Options | |
|
Outstanding Options | |
|
Column (a)) | |
Plan Category(1) |
|
(a) | |
|
(b) | |
|
(c) | |
|
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| |
|
| |
|
| |
Equity compensation plans approved by stockholders(2)
|
|
|
6,322,318 |
|
|
$ |
5.44 |
|
|
|
1,059,549 |
(3) |
Equity compensation plans not approved by stockholders(4)
|
|
|
312,500 |
|
|
$ |
7.03 |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
6,634,818 |
|
|
|
|
|
|
|
1,059,549 |
|
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|
(1) |
The table does not include information for equity compensation
plans assumed by the Company in business combinations. The
material features of the Companys stock option plans
assumed in those combinations are described in Note 10 to
the Financial Statements included in the Companys Annual
Report on Form 10-K for the fiscal year ended
December 31, 2004. The number of shares to be issued upon
exercise of outstanding options under plans assumed in business
combinations at December 31, 2004 was 959,809, and the
weighted average exercise price was $16.06. |
|
(2) |
Consists of two plans: the 1994 Stock Option Plan and the 1997
Stock Option Plan. |
|
(3) |
Includes 309,163 shares available for future issuance under
the Employee Stock Purchase Plan. The shares that are reserved
for issuance under the Stock Option Plans are subject to
automatic increases on |
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January 1 of each year by a number of shares equal to 5% of our
outstanding shares as of the close of business on
December 31 of the preceding calendar year. |
|
(4) |
As of December 31, 2004, the Company had reserved an
aggregate of 312,500 shares of common stock for issuance
pursuant to Non-Plan Stock Option Agreements (the Non-Plan
Agreements) with one executive officer of the Company and
one employee who is not an executive officer of the Company. The
Non-Plan Agreements provide for the granting of a nonstatutory
stock option with an exercise price equal to the fair market
value of our common stock on the date of grant. Each option
granted pursuant to the Non-Plan Agreements has a 10-year term
and vests at the rate of
1/4
of the shares on the first anniversary of the date of grant and
1/48
of the shares monthly thereafter. |
STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING
Stockholders who intend to have a proposal considered for
inclusion in the Companys proxy materials for presentation
at the 2006 Annual Meeting of Stockholders, or who intend to
present a proposal without inclusion of such proposal in the
Companys proxy materials, must submit the proposal to the
Company no later than December 29, 2005. The Company
reserves the right to reject, rule out of order, or take other
appropriate action with respect to any proposal that does not
comply with these and other applicable requirements.
It is important that your stock be represented at the meeting,
regardless of the number of shares that you hold. You are,
therefore, urged to execute and return, at your earliest
convenience, the accompanying Proxy Card in the enclosed
envelope.
OTHER MATTERS
The Board knows of no other matters to be presented for
stockholder action at the Annual Meeting. However, if other
matters do properly come before the Annual Meeting or any
adjournments or postponements thereof, the Board intends that
the persons named in the proxies will vote upon such matters in
accordance with their best judgment.
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BY ORDER OF THE BOARD OF DIRECTORS, |
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VICTOR VIEGAS |
|
President, Chief Executive Officer, and Director |
San Jose, California
April 28, 2005
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN, DATE, AND PROMPTLY RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY
AT ANY TIME PRIOR TO THE ANNUAL MEETING. IF YOU DECIDE TO ATTEND
THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU MAY
DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT
RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL
MEETING.
21
IRSCM-PS-05
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF IMMERSION CORPORATION IN CONJUNCTION WITH THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 1, 2005.
The undersigned stockholder of IMMERSION CORPORATION, a Delaware corporation
(the Company), hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and
Proxy Statement, each dated April 28, 2005, and hereby appoints Victor Viegas and Stephen Ambler,
or either of them, proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of
Stockholders of IMMERSION CORPORATION to be held on Wednesday, June 1, 2005, at 9:30 a.m., local
time, at the Techmart Network Meeting Center, 5201 Great America Parkway, Santa Clara, California
95054, and for any adjournment or adjournments thereof, and to vote all shares of common stock
which the undersigned would be entitled to vote if then and there personally present, on the
matters set forth below. Under Delaware law and the Companys By-laws, no business shall be
transacted at an annual meeting other than the matters stated in the accompanying Notice of
Meeting, which matters are set forth below. However, should any other matter or matters properly
come before the Annual Meeting, or any adjournment or adjournments thereof, it is the intention of
the proxy holders named above to vote the shares they represent upon such other matter or matters
at their discretion.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR APPROVAL OF THE PROPOSAL TO ELECT ONE DIRECTOR AND FOR PROPOSAL 2 AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
|
1. |
Proposal to elect as director John Hodgman to serve for a three-year term
as a Class III director. |
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For Nominee
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Withhold From Nominee |
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o
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o |
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2. |
Proposal to ratify the appointment of Deloitte & Touche LLP as the
Companys independent registered public accounting firm for the year
ending December 31, 2005. |
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For
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Against
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Abstain
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o
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o
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o |
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(This Proxy should be marked, dated, and signed by the stockholder(s), exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held by
joint tenants or as community property, all such stockholders should sign.) |
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Signature(s): |
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Dated: |
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(Be sure to date Proxy.) |
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Please mark, sign, date, and return the proxy card promptly, using the enclosed
return-addressed and postage-paid envelope.