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): July 21, 2006
Tessera Technologies, Inc.
(Exact name of Registrant as Specified in its Charter)
| | | | |
| 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):
| ¨ | 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)) |
| Item 1.01. | Entry into a Material Definitive Agreement |
On July 21, 2006, Tessera Technologies, Inc. (“Tessera”) announced that it has entered into a definitive technology license agreement (the “License Agreement”) with Micron Technology, Inc. (“Micron”). Under the terms of the License Agreement, Micron will pay $30 million in cash for a world-wide, non-exclusive, royalty-bearing license to Tessera’s Compliant Chip (TCC) technology. In connection with the License Agreement, Tessera and Micron have agreed to settle all outstanding litigation between the companies. The $30 million payment will be received by Tessera in the third quarter of 2006 and includes full payment of past royalties through June 30, 2006 on the use of the TCC technology. In addition, under the License Agreement, Micron shall pay royalties to Tessera on a quarterly basis in the future with respect to the use of the TCC technology. The License Agreement expires on May 22, 2012, subject to Micron’s option to extend the agreement for one additional five-year term.
The foregoing description is qualified in its entirety by reference to the License Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure |
On July 21, 2006, Tessera issued a press release regarding the License Agreement with Micron. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| | |
| Exhibit No. | | Description |
| 10.1 | | TCC License Agreement, dated July 21, 2006, among Tessera Technologies, Inc. and certain of its affiliates and Micron Technology, Inc. and certain of its affiliates |
| |
| 99.1 | | Press Release, dated July 21, 2006 |
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.
| | | | | | | | |
| Date: July 21, 2006 | | | | TESSERA TECHNOLOGIES, INC. |
| | | | |
| | | | | | By: | | /s/ Michael Forman |
| | | | | | Name: | | Michael Forman |
| | | | | | Title: | | Vice President, Finance |
EXHIBIT INDEX
| | |
| Exhibit No. | | Description |
| 10.1 | | TCC License Agreement, dated July 21, 2006, among Tessera Technologies, Inc. and certain of its affiliates and Micron Technology, Inc. and certain of its affiliates |
| |
| 99.1 | | Press Release, dated July 21, 2006 |
