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): August 1, 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
As reported on a Current Report on Form 8-K filed by Tessera Technologies, Inc. (“Tessera”) on August 1, 2006, Tessera announced on August 1, 2006 that it has entered into a definitive agreement with Infineon Technologies AG (“Infineon”) and its subsidiary, Qimonda AG (“Qimonda”). The purpose of this Current Report on Form 8-K/A is to amend the previously filed Current Report on Form 8-K to supplement the disclosure relating to such agreements, and include as exhibits the agreements entered into with Infineon and Qimonda.
Under the terms of license agreements entered into with each of Infineon and Qimonda (together, the “Agreements”), Infineon will pay $10 million in cash and Qimonda will pay $40 million in cash for a world-wide, non-exclusive, royalty-bearing license to Tessera’s Compliant Chip (TCC) technology. In connection with the Agreements, Tessera, Infineon and Qimonda have agreed to settle all outstanding litigation between the companies.
The foregoing description is qualified in its entirety by reference to the Agreements, copies of which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| | |
| Exhibit No. | | Description |
| 10.1 | | Infineon TCC License Agreement, by and between Tessera and Infineon, dated as of July 1, 2006. |
| |
| 10.2 | | Qimonda TCC License Agreement, by and between Tessera and Qimonda, dated as of July 1, 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: August 4, 2006 | | TESSERA TECHNOLOGIES, INC. |
| | |
| | By: | | /s/ Christopher M. Pickett |
| | Name: | | Christopher M. Pickett |
| | Title: | | Executive Vice President, Licensing Business |
EXHIBIT INDEX
| | |
| Exhibit No. | | Description |
| 10.1 | | Infineon TCC License Agreement, by and between Tessera and Infineon, dated as of July 1, 2006. |
| |
| 10.2 | | Qimonda TCC License Agreement, by and between Tessera and Qimonda, dated as of July 1, 2006. |
