UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 5, 2020

IMMERSION CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware
 
000-27969

 
94-3180138
(State or other jurisdiction
of incorporation)
 
(Commission
file number)
 
(I.R.S. Employer
Identification No.)
 
 
 
50 Rio Robles, San Jose, CA
 
95134
(Address of principal executive offices)
 
(Zip Code)

(408) 467-1900
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report.) 

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value per share
IMMR
The NASDAQ Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging Growth Company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 1.01     Entry into a Material Definitive Agreement.

On March 5, 2020, Immersion Corporation (the “Company”) entered into a letter agreement (the “Agreement”) with VIEX Capital Advisors, LLC (“VIEX”), VIEX Opportunities Fund, LP - Series One, VIEX Opportunities Fund, LP - Series Two, VIEX GP, LLC, VIEX Special Opportunities Fund II, LP, VIEX GP, LLC, VIEX Special Opportunities GP II, LLC and Eric Singer (collectively, and together with each of their Affiliates (as defined in the Agreement) and Associates (as defined in the Agreement), the “Investors”). Pursuant to the Agreement, the Company has agreed:

(i)
to take such actions as are necessary to (a) cause the resignations of Sid Ganis and Jonathan Visbal from the board of directors of the Company (the “Board”), effective immediately, (b) increase the size of the Board by one director and (c) appoint each of Stephen Domenik, Franz Fink and Eric Singer (each, a “VIEX Designee” and, collectively, the “VIEX Designees”) as new members of the Board to fill the resulting vacancies, effective March 9, 2020, with terms expiring at the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”);

(ii)
to hold its 2020 Annual Meeting no later than June 30, 2020;

(iii)
to nominate, recommend and solicit proxies in favor of, the VIEX Designees for election as directors at the 2020 Annual Meeting with terms expiring at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”) and until their successors are duly elected and qualified;

(iv)
to, on the date of the Agreement, form a strategy committee to review, evaluate and make recommendations to the Board regarding the Company’s corporate strategy, capital allocation, cost structure, business opportunities and related matters (the “Strategy Committee”);

(v)
to, during the period from the date of the Agreement until the day that is 30 calendar days prior to the deadline for the submission of stockholder nominations of directors and business proposals for the 2021 Annual Meeting (the “Restricted Period”), not increase the size of the Board beyond (8) members;

(vi)
to appoint Stephen Domenik, William Martin and Eric Singer to the Strategy Committee for the Restricted Period;

(vii)
to appoint Messrs. Domenik and Singer to the Compensation Committee of the Board (the “Compensation Committee”);

(viii)
that, during the Restricted Period, the Compensation Committee will consist of no more than three members and William Martin will serve as the chairperson thereof;

(ix)
to appoint at least one VIEX Designee to each of the Board’s other committees; and

(x)
to reimburse VIEX an amount equal to $200,000 for its fees and expenses incurred in connection with the nomination of candidates for membership on the Board, the preparation of proxy materials and other communications, the negotiation and execution of the Agreement and all other activities related thereto.

Under the terms of the Agreement, the Investors have agreed to certain standstill provisions with respect to the Investors’ actions with regard to the Company and its common stock for the duration of the Restricted Period.
During the Restricted Period, at each annual or special meeting of Company’s stockholders or action by written consent, the Investors will:

(i)
cause all voting securities that are beneficially owned by them to be present for quorum purposes, if applicable;

(ii)
vote, or cause to be voted, all voting securities beneficially owned by them in a manner consistent with the recommendation of the Board; provided, that (a) if, as of the date of the 2020 Annual Meeting, Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) both recommend a vote “against” or “abstain” on any proposal presented at the 2020 Annual Meeting (other than any proposal relating to the election or removal of directors), then the Investors will be permitted to vote in accordance with the ISS and Glass Lewis recommendations on that proposal; and

(iii)
the Investors will have the right to vote in their sole discretion with respect to any merger, acquisition, recapitalization, restructuring, disposition, distribution, spin-off, asset sale, joint venture or other business combination involving the Company.





The foregoing description of the Agreement is qualified in its entirely by reference to the full text of the Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)

In connection with the Agreement, effective March 8, 2020, Jonathan Visbal and Sid Ganis resigned as directors of the Company and all committees of the Board on which they serve. Messrs. Visbal’s and Ganis’ resignations were not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

(d)

On March 9, 2020, the Board increased the size of the Board from seven directors to eight directors appointed the VIEX Designees to each serve as Directors of the Company until the 2020 Annual Meeting.
On March 9, 2019, the Board appointed Stephen Domenik, William Martin and Eric Singer to serve as members of the Strategy Committee and Messrs. Domenik and Singer to serve as members of the Compensation Committee.
As a result of the appointments described above:

(i)
the Strategy Committee consists of the Stephen Domenik, William Martin and Eric Singer; and

(ii)
the Compensation Committee consists of William Martin (Chairperson), Stephen Domenik and Eric Singer.

The information set forth in Item 1.01 above is incorporated by reference into this Item 5.02(d).
In accordance with the Company’s non-employee director compensation policy, as disclosed in the Company’s proxy statement for the 2019 annual meeting of stockholders, each of the VIEX Designees will receive: (i) an annual retainer fee of $25,000; (ii) an initial grant of restricted stock awards having a value equal to $125,000 on the date of the previous annual shareholder meeting, prorated based on the number of days since the previous annual shareholder meeting, 100% of which will vest on the first anniversary of the grant date; and (iii) an annual grant of restricted stock awards having a value equal to $125,000 on the date of the annual shareholder meeting, 100% of which will vest on the first anniversary of the grant date.

The VIEX Designees will also be executing the Company’s standard form of indemnification agreement.

Item 7.01     Regulation FD Disclosure

On March 5, 2020, the Company issued a press release announcing the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in Exhibit 99.1 in this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed




incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
 
IMMERSION CORPORATION
Date:
March 9, 2020
By:
 /s/ MIKE OKADA
 
 
 
 
Mike Okada
 
 
 
 
General Counsel
 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1


IMMERSION REACHES AGREEMENT WITH VIEX CAPITAL ADVISORS, LLC FOR BOARD REFRESHMENT AND FORMATION OF STRATEGY COMMITTEE
 
SAN JOSE, Calif. – March 5, 2020 - Immersion Corporation (NASDAQ: IMMR), the leading developer and licensor of touch feedback technology, today announced that it has entered into an agreement with VIEX Capital Advisors, LLC and its affiliates, which, in the aggregate, beneficially own approximately 11.8% of Immersion’s outstanding common stock. Under the terms of the agreement, Immersion has agreed to appoint Stephen Domenik, Franz Fink, and Eric Singer to the board. As part of this change, Sid Ganis and Jonathan Visbal will resign from the board.
The board has also agreed to form a strategy committee, to consist of Stephen Domenik, William Martin and Eric Singer, to review, evaluate and make recommendations to the board regarding Immersion’s corporate strategy, capital allocation, cost structure, business opportunities and related matters. These same directors will also comprise the board’s compensation committee.
Ramzi Haidamus, Immersion’s Chief Executive Officer, stated, “We are pleased to have reached this agreement with VIEX and welcome Eric, Franz, and Stephen to the board. Throughout this process, we’ve listened closely to investor sentiment and believe this outcome serves the best interests of the Company and all Immersion stockholders.”
Eric Singer, the managing member of VIEX, stated, “This agreement and the board’s actions show alignment with stockholders, and the establishment of a strategy committee is an important step to maximizing stockholder value. We look forward to working collaboratively with existing board members to enhance stockholder value.”
Under the terms of the agreement, Immersion will hold its 2020 annual meeting by June 30, 2020 and will nominate Messrs. Domenik, Fink and Singer for re-election. VIEX and its affiliates have agreed to vote their shares in support of the newly reconstituted board.

The complete agreement will be included as an exhibit to a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission.
About Immersion
Immersion Corporation (NASDAQ: IMMR) is the leading innovator of touch feedback technology, also known as haptics. The company provides technology solutions for creating immersive and realistic experiences that enhance digital interactions by engaging users’ sense of touch. Immersion's technology has been adopted in more than 3 billion digital devices, and provides haptics in mobile, automotive, gaming, and consumer electronics products. Immersion is headquartered in San Jose, California, with offices worldwide. Learn more at www.immersion.com.

(IMMR - C)



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Additional Information and Where to Find It

Immersion Corporation (“Immersion”), its directors and certain executive officers are participants in the solicitation of proxies from stockholders in connection with Immersion’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Immersion plans to file a proxy statement (the “2020 Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Annual Meeting.

Sumit Agarwal, Stephen Domenik, Franz Fink, Matthew Frey, Ramzi Haidamus, Sharon Holt, William Martin and Eric Singer, all of whom are or are anticipated to be members of Immersion’s Board of Directors, and Aaron Akerman, Chief Financial Officer, are participants in Immersion’s solicitation. Other than Mr. Singer and Mr. Martin, none of such participants owns in excess of one percent of Immersion’s common stock. Mr. Singer may be deemed to be the beneficial owner of approximately 11.8% of Immersion’s common stock. Mr. Martin may be deemed to be the beneficial owner of approximately 15.2% of Immersion’s common stock. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the 2020 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting. Information relating to certain of the foregoing can also be found in Immersion’s definitive proxy statement for its 2019 Annual Meeting of Stockholders (the “2019 Proxy Statement”), which was filed with the SEC on April 30, 2019. To the extent that holdings of Immersion’s securities have changed since the amounts printed in the 2019 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Messrs. Domenick and Fink do not own any shares of Immersion’s common stock. Additional information regarding Mr. Singer’s and Mr. Martin’s beneficial ownership is reflected on Schedules 13D that Mr. Singer has filed or will file with the SEC.

Promptly after filing its definitive 2020 Proxy Statement with the SEC, Immersion will mail the definitive 2020 Proxy Statement and a WHITE proxy card to each stockholder entitled to vote at the Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE 2020 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT IMMERSION WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, Immersion’s proxy statement (in both preliminary and definitive form), any amendments or supplements thereto and any other relevant documents filed by Immersion with the SEC in connection with the Annual Meeting at the SEC’s website (http://www.sec.gov). Copies of Immersion’s definitive 2020 Proxy Statement, any amendments or supplements thereto and any other relevant documents filed by Immersion with the SEC in connection with the Annual Meeting will also be available, free of charge, at Immersion’s website (http://www.immersion.com) or by writing to Investor Relations, Immersion Corporation, 50 Rio Robles, San Jose, CA 95134.

Forward-Looking Statements

This press release contains "forward-looking statements" that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of Immersion and its consolidated subsidiaries to differ materially from those expressed or implied by such forward-looking statements.


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All statements, other than the statements of historical fact, are statements that may be deemed forward-looking statements. Immersion's actual results might differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with Immersion's business.
For a more detailed discussion of these factors, and other factors that could cause actual results to vary materially, interested parties should review the risk factors listed in Immersion's most current Form 10-K, and Form 10-Q, both of which are on file with the U.S. Securities and Exchange Commission. The forward-looking statements in this press release reflect Immersion's beliefs and predictions as of the date of this release. Immersion disclaims any obligation to update these forward-looking statements as a result of financial, business, or any other developments occurring after the date of this release.
Immersion and the Immersion logo are trademarks of Immersion Corporation in the United States and other countries. All other trademarks are the property of their respective owners.



Investor Contact:
The Blueshirt Group
Jennifer Jarman
+1 415.217.5866
jennifer@blueshirtgroup.com

Media Contact:
Linda Quach
+1-408-350-8832
lquach@immersion.com

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