UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 31, 2005
Tessera Technologies, Inc.
(Exact name of Registrant as Specified in its Charter)
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| Delaware | | 000-50460 | | 16-1620029 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
3099 Orchard Drive
San Jose, California 95134
(Address of Principal Executive Offices)
(408) 894-0700
(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):
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| ¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Form 8-K/A is being filed to amend Item 9.01 of the Current Reports on Form 8-K filed by Tessera Technologies, Inc. on November 1, 2005 and December 27, 2005. This amendment provides the audited historical financial statements of the businesses acquired as required by Item 9.01(a) and the unaudited pro forma financial information required by Item 9.01(b), which financial statements and information were not previously filed.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 21, 2005, Tessera Technologies Inc. (“Tessera”) completed its previously announced purchase of certain intellectual property and related assets of Shellcase Ltd, an Israeli company (“Shellcase”), pursuant to the terms of the Asset Purchase Agreement dated October 31, 2005 (the “Purchase Agreement”) entered into among Tessera and Shellcase. Under the terms of the agreement, Tessera paid approximately $34.7 million for certain assets of Shellcase and associated transaction costs.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The following Financial Statements of the Business are included in this report;
Audited Statements of Net Assets to be Sold as of December 31, 2004 and Statement of Direct Revenue and Direct Operating Expenses for the year ended December 31, 2004 are attached hereto as Exhibit 99.1 and are incorporated in their entirety herein by reference.
Unaudited Condensed Statement of Net Assets to be Sold as of September 30, 2005 and Unaudited Condensed Statements of Direct Revenue and Direct Operating Expenses for the nine months ended September 30, 2005 and 2004 are attached hereto as Exhibit 99.2 and are incorporated in their entirety herein by reference.
The Business was not operated as a stand-alone business, but was an integrated part of the consolidated business of Shellcase Ltd. As such, no separate audited financial statements of the Business have ever been prepared and Shellcase has not maintained the distinct and separate accounts necessary to prepare the full financial statements of the Business. Accordingly, complete financial statements of the Business have not been prepared as it was impracticable to prepare full financial statements as required by Rule 3-05 of Regulation S-X.
(b) Pro Forma Financial Information
The Following Unaudited Pro Forma financial information is being filed herewith;
Unaudited Pro Forma Condensed Combined Balance Sheet of Tessera Technologies, Inc. as of September 30, 2005.
Unaudited Pro Forma Condensed Combined Statement of Income of Tessera Technologies, Inc. for the nine months ended September 30, 2005 and for the year ended December 31, 2004.
(d) Exhibits
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EXHIBIT
NO.
| | DESCRIPTION
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| 2.1 | | Asset Purchase Agreement, by and between Shellcase Ltd. and Tessera Technologies, Inc. dated October 31, 2005* |
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| 23.1 | | Consent of Independent Accountants |
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| 99.1 | | Audited Statement of Net Assets to be Sold as of December 31, 2004 and Statement of Direct Revenues and Direct Operating Expenses for the year ended December 31, 2004 |
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| 99.2 | | Unaudited Interim Statement of Net Assets to be Sold as of September 30, 2005 and Unaudited Interim Statements of Direct Revenue and Direct Operating Expenses for the nine months ended September 30, 2005 and 2004 |
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| 99.3 | | Pro forma financial information as of and for the nine months ended September 30, 2005 and for the year ended December 31, 2004 |
| * | Previously filed as an exhibit to Tessera Technology, Inc’s Current Report on Form 8-K filed on November 1, 2005. |
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.
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Date: March 7, 2006 | | TESSERA TECHNOLOGIES, INC. |
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| | | By: | | /s/ Michael Forman
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| | | Name: | | Michael Forman |
| | | Title: | | Acting Chief Financial Officer and Vice President, Finance and Administration |
Exhibit Index
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EXHIBIT
NO.
| | DESCRIPTION
|
| 2.1 | | Asset Purchase Agreement, by and between Shellcase Ltd. and Tessera Technologies, Inc. dated October 31, 2005* |
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| 23.1 | | Consent of Independent Accountants |
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| 99.1 | | Audited Statement of Net Assets to be Sold as of December 31, 2004 and Statement of Revenues and Direct Operating Expenses for the year ended December 31, 2004 |
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| 99.2 | | Unaudited Interim Statement of Net Assets to be Sold as of September 30, 2005 and Unaudited Interim Statements of Direct Revenue and Direct Operating Expenses for the nine months ended September 30, 2005 and 2004 |
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| 99.3 | | Pro forma financial information as of and for the nine months ended September 30, 2005 and for the year ended December 31, 2004 |
| * | Previously filed as an exhibit to Tessera Technology, Inc.’s Current Report on Form 8-K filed on November 1, 2005. |
