IMMERSION CORPORATION (NASDAQ:IMMR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
corporation (the Company), entered into a Cooperation Agreement
(the Cooperation Agreement) with VIEX Opportunities Fund, LP –
Series One, VIEX Special Opportunities Fund II, LP, VIEX GP, LLC,
VIEX Special Opportunities GP II, LLC, VIEX Capital Advisors,
LLC, and Eric Singer (collectively, the Investor Group) regarding
the membership and composition of the Board of Directors of the
Company (the Board).
during the period commencing on the date of the Cooperation
Agreement and ending concurrently with the certification of the
vote at the 2017 Annual Meeting of Stockholders (the 2017 Annual
Meeting), have Daniel P. McCurdy (the New Director) serve as an
observer to the Board; (ii) cause the slate of three (3) nominees
recommended by the Board and standing for election at the 2017
Annual Meeting to include only (x) the following two (2)
incumbent members of the Board: Carl Schlachte and Sharon Holt
(the Incumbent Slate) and the New Director (collectively, with
the Incumbent Slate, the 2017 Nominees), such that a total of
three (3) directors are to be elected at the 2017 Annual Meeting;
(iii) nominate each of the 2017 Nominees for election at the 2017
Annual Meeting as a Class III director of the Company with a term
expiring at the Companys 2020 Annual Meeting of Stockholders and
until their successors are duly elected and qualified; (iv)
recommend to the Companys stockholders each of the 2017 Nominees
for election as directors of the Company at the 2017 Annual
Meeting; (v) cause the Company to support, and solicit proxies
for, the election of the New Director in the same manner as
proxies are solicited for the election of each of the members of
the Incumbent Slate at the 2017 Annual Meeting; (vi) cause all
proxies received by the Company that provide stockholders with
the opportunity to vote for all of the 2017 Nominees to be voted
in the manner specified by such proxies; (vii) during the period
from the conclusion of the 2017 Annual Meeting until the
expiration of the Standstill Period (as defined below), not
increase the size of the Board beyond seven (7) members without
the unanimous approval of the Board; (viii) hold the 2017 Annual
Meeting no later than June 9, 2017; (ix) submit a binding
proposal to declassify the Board to a stockholder vote at the
2017 Annual Meeting, which if approved by the Companys
stockholders, would result in the first annual election of
directors with one-year terms occurring at the Companys 2018
Annual Meeting of Stockholders; and (x) reimburse the Investor
Group for its reasonable fees and expenses, including legal fees,
as actually and reasonably incurred in connection with the
matters related to the 2017 Annual Meeting, the filing of a
Schedule 13D amendment in connection with the Cooperation
Agreement, and the negotiation and execution of the Cooperation
Agreement in an amount not to exceed $55,000.
has agreed to certain standstill provisions with respect to the
Investor Groups actions with regard to the Company and its common
stock, $0.001 par value per share (the Common Stock) for the
duration of the Standstill Period which is defined in the
Cooperation Agreement as the period commencing on the date of the
Cooperation Agreement and ending at 11:59 p.m., Eastern Time, on
the date that is the earlier of (x) ten (10) business days prior
to the expiration of the advance notice period for the submission
by stockholders of director nominations for consideration at the
Companys 2018 Annual Meeting of Stockholders or (y) one hundred
(100) calendar days prior to the first anniversary of the 2017
Annual Meeting.
at the 2017 Annual Meeting and at each special meeting of
stockholders held prior to the expiration of the Standstill
Period, the Investor Group will (i) appear at such stockholders
meeting or otherwise cause all shares of Common Stock
beneficially owned by each Investor and their respective
Affiliates and Associates (as such terms are defined in Rule
12b-2 of the Exchange Act, as amended, the Exchange Act) to be
counted as present thereat for purposes of establishing a quorum,
(ii) vote, or cause to be voted, all shares of Common Stock
beneficially owned by each Investor and their respective
Affiliates and Associates on the Companys proxy card or voting
instruction form in favor of (a) each of the directors nominated
by the Board and recommended by the Board in the election of
directors (and not in favor of any other nominees to serve on the
Board), and (b) each of the stockholder proposals listed on the
Companys proxy card or voting instruction form as identified in
the Companys definitive proxy statement in accordance with the
Boards recommendations, including in favor of all other matters
recommended for stockholder approval by the Board except in
connection with any Opposition Matter (as defined below) or any
Other Voting Recommendation (as defined below) and against all
matters which the Board recommends against stockholder approval,
and (iii) not execute any proxy card or voting instruction form
in respect of such stockholders meeting other than the proxy card
and related voting instruction form being solicited by or on
behalf of the Board, provided, however, in the event that
Institutional Stockholder Services Inc. (ISS) recommends
otherwise with respect to any matter (other than nominees for
election as directors to the Board), each of the Investors shall
have the right to vote in accordance with the ISS recommendation
(Other Voting Recommendation). to the Cooperation Agreement,
Opposition Matter means any of the following transactions but
only to the extent submitted by the Board to the Companys
stockholders for approval: (A) the sale or transfer of all or
substantially all of the Companys assets in one or a series of
transactions; (B) the sale or transfer of a majority of the
outstanding shares of the Companys Common Stock (through a
merger, stock purchase, or otherwise); (C) any merger,
consolidation, acquisition of control or other business
combination; (D) any tender or exchange offer; (E) any
dissolution, liquidation, or reorganization; (F) any changes in
the Companys capital structure (but excluding any proposal
regarding the
deemed an Opposition Matter for purposes of the Cooperation
Agreement); (G) any transactions that would result in a change in
control of the Company; or (H) any debt or equity financings.
that in connection with any action by written consent that is
sought to be taken by any party, other than the Company or the
Board, prior to the expiration of the Standstill Period, each of
the Investors will not vote and shall take all necessary action,
including, without limitation, the execution and completion of
any consent revocation card solicited by the Company or the
Board, in accordance with the recommendation of the Board, to
cause not to be voted, any of their shares of Common Stock
beneficially owned by each Investor and/or their respective
Affiliates and Associates on any consent card related to or
affecting the removal, replacement or election of Board members
and solicited by any party, other than the Company or the Board.
that in connection with any demand by a stockholder of the
Company that the Company call a special meeting of stockholders,
made prior to the expiration of the Standstill Period, each of
the Investors will not vote and shall take all necessary action,
including, but not limited to, the execution and completion of
any consent revocation card solicited by the Company or the Board
in accordance with the recommendation of the Board, to cause not
to be voted, any of their shares of Common Stock beneficially
owned by each Investor and/or their respective Affiliates and
Associates for any special meeting demand proposed or sought to
be made by any party.
qualified in its entirely by reference to the full text of the
Cooperation Agreement, which is filed herewith as Exhibit 10.1
and incorporated herein by reference.
2017 announcing the execution of the Cooperation Agreement is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Exhibit Title
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10.1
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Cooperation Agreement dated February 6, 2017 by and
among Immersion Corporation and VIEX Opportunities Fund, LP – Series One, VIEX Special Opportunities Fund II, LP, VIEX GP, LLC, VIEX Special Opportunities GP II, LLC, VIEX Capital Advisors, LLC, and Eric Singer. |
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99.1
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Immersion Corporation Press Release issued on February
7, 2017 |
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are deemed to be participants in the solicitation of proxies from
Immersions stockholders in connection with the matters to be
considered at Immersions 2017 Annual Meeting of Stockholders.
Information regarding the names of Immersions directors and
executive officers and their respective interests in Immersion by
security holdings or otherwise can be found in Immersions proxy
statement for its 2016 Annual Meeting of Stockholders, filed with
the Securities and Exchange Commission (SEC) on April 27, 2016.
To the extent holdings of Immersions securities have changed
since the amounts set forth in Immersions proxy statement for the
2016 Annual Meeting of Stockholders, such changes have been
reflected on Initial Statements of Beneficial Ownership on Form 3
or Statements of Change in Ownership on Form 4 filed with the
SEC. These documents are available free of charge at the SECs
website at www.sec.gov. Immersion intends to file a proxy
statement and accompanying proxy card with the SEC in connection
with the solicitation of proxies from Immersion stockholders in
connection with the matters to be considered at Immersions 2017
Annual Meeting of Stockholders. Additional information regarding
the identity of participants, and their direct or indirect
interests, by security holdings or otherwise, will be set forth
in Immersions proxy statement for its 2017 Annual Meeting,
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT AND THE ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS
FILED BY IMMERSION WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders will be able to obtain Immersions proxy
statement, any amendments or supplements to the proxy statement,
the accompanying proxy card, and other documents filed by
Immersion with the SEC for no charge at the SECs website at
www.sec.gov. Copies will also be available at no charge at the
Investor Relations section of Immersions corporate website at
www.Immersion.com>>or by contacting Immersions Corporate
Secretary at Immersion Corporation, 50 Rio Robles, San Jose,
California 95134 or by calling Immersions Corporate Secretary at
(408) 350-8819.
About IMMERSION CORPORATION (NASDAQ:IMMR)
Immersion Corporation is a licensing company focused on the creation, design, development and licensing of haptic technologies that allow people to use their sense of touch when operating digital devices. The Company develops, licenses and supports a range of software and intellectual property (IP). It is focused on the markets, including mobile devices, wearables, consumer, mobile entertainment and other content; console gaming; automotive; medical, and commercial. It provides advanced tactile software, related tools and technical assistance to certain customers, and offers licenses to its patented IP to other customers. Its licenses enable customers to deploy haptically-enabled devices, content and other offerings, which they sell under own brand names. It holds patents, covering digital technologies and including ways in which touch-related technology can be incorporated into and between hardware products and components, systems software, application software, and digital content. IMMERSION CORPORATION (NASDAQ:IMMR) Recent Trading Information
IMMERSION CORPORATION (NASDAQ:IMMR) closed its last trading session 00.00 at 10.52 with 78,389 shares trading hands.