Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2006
Volterra Semiconductor Corporation
(Exact name of Registrant as specified in its charter)
| Delaware | 000-50857 | 94-3251865 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 3839 Spinnaker Court, Fremont, CA (Address of principal executive offices) | 94538-6437 (Zip Code) |
(510) 743-1200
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 1.01 Entry into a Material Definitive Agreement. | ||||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 10.1 | ||||||||
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
On February 3, 2006, the Compensation Committee of the Board of Directors of Volterra Semiconductor Corporation (the “Company”) established the terms of the management bonus plan for 2006. The bonus plan is based on both objective and individual performance targets for performance-based bonuses payable to the executive officers of the Company for services to be performed in 2006. These bonuses are designed to attract, motivate and retain the Company’s executive officers and are based on business and individual performance and the discretion of the Company’s Board of Directors or the Compensation Committee.
Under the plan, bonuses may range from 0% (if minimum operating results are not achieved) to a maximum of 155% (if financial results exceeds objectives) of the target bonus amount. The target bonus for the executive officers is based on a percentage of base salary. The target bonus for the Company’s chief executive officer is based solely on the Company’s financial performance. The target bonuses for all other executive officers of the Company are weighted so that two-thirds of the target bonus is based on the Company’s financial performance and one-third is based on individual performance criteria as established by the Company’s chief executive officer.
The foregoing descriptions are subject to, and qualified in their entirety by, the Company’s management bonus plan for 2006, which is filed as Exhibit 10.1 to this Current Report and is incorporated in this Item 1.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit | Description | |
| 10.1 | 2006 Management Bonus Plan |
Table of Contents
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.
| Volterra Semiconductor Corporation | ||||
| By: | /s/ Greg Hildebrand | |||
| Name: | Greg Hildebrand | |||
| Title: | Chief Financial Officer | |||
Dated: February 9, 2006