Tessera (TSRA) DEFA14A Additional proxy soliciting materials

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): February 7, 2013

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.)

3025 Orchard Parkway

San Jose, California 95134

(Address of Principal Executive Offices)

(408) 321-6000

(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)

x 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 2.02. Results of Operations and Financial Condition.

On February 7, 2013, Tessera Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K that included a press release (Exhibit 99.1) and management’s prepared remarks (Exhibit 99.2), each dated February 7, 2013, announcing the Company’s financial results for the fourth quarter ended December 31, 2012. This Form 8-K/A is being filed to revise the financial results included with such Current Report on Form 8-K.

The previously reported financial results for the fourth quarter ended December 31, 2012 have been revised to include additional accruals (i) for legal expenses in the amount of $1.5 million and (ii) for fixed asset purchases of $0.8 million. The additional legal expense accruals result in a generally accepted accounting principles (GAAP) net loss for the fourth quarter of 2012 in the amount of $20.6 million, or $0.39 per basic share, and non-GAAP net loss for the fourth quarter of 2012 in the amount of $13.7 million, or $0.26 per basic share. For the entire year ended December 31, 2012, GAAP net loss was $30.2 million, or $0.58 per basic share, and non-GAAP net income was $0.8 million, or $0.01 per basic share. Set forth below are revised Condensed Consolidated Statements of Operations for the three and twelve months ended December 31, 2011 and 2012, and revised Condensed Consolidated Balance Sheets as of December 31, 2011 and 2012.

TESSERA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended						Year Ended
	December 31, 2012			December 31, 2011			December 31, 2012			December 31, 2011
Revenues:
Royalty and license fees	$	20,958		$	54,270		$	182,521		$	237,201
Past production payments		24,650			—			24,729			—
Product and service revenues		7,628			2,461			26,773			17,375
Total revenues		53,236			56,731			234,023			254,576
Operating expenses:
Cost of revenues		12,261			7,026			40,366			23,493
Research, development and other related costs		27,751			19,888			100,681			75,976
Selling, general and administrative		24,237			20,707			97,295			83,378
Litigation expense		14,113			7,091			34,018			29,354
Restructuring and other charges		2,524			252			2,524			5,249
Impairment of long-lived assets		—			(569	)		—			(569	)
Impairment of goodwill		—			—			—			49,653
Total operating expenses		80,886			54,395			274,884			266,534
Operating income (loss)		(27,650	)		2,336			(40,861	)		(11,958	)
Other income and expense, net		492			619			5,872			2,643
Income (loss) before taxes		(27,158	)		2,955			(34,989	)		(9,315	)
Provision for (benefit from) income taxes		(6,542	)		317			(4,764	)		9,985
Net income (loss)	$	(20,616	)	$	2,638		$	(30,225	)	$	(19,300	)
Basic and diluted net income (loss) per share:
Net income (loss) per share-basic	$	(0.39	)	$	0.05		$	(0.58	)	$	(0.38	)
Net income (loss) per share-diluted	$	(0.39	)	$	0.05		$	(0.58	)	$	(0.38	)
Cash dividends declared per share	$	0.10		$	—		$	0.30		$	—
Weighted average number of shares used in per share calculations-basic		52,226			51,517			51,977			51,082
Weighted average number of shares used in per share calculations-diluted		52,226			51,678			51,977			51,082

TESSERA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	December 31, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	103,802		$	55,758
Short-term investments		338,801			436,687
Accounts receivable, net		11,595			8,599
Inventories		1,507			1,574
Short-term deferred tax assets		3,880			1,892
Other current assets		15,701			13,664
Total current assets		475,286			518,174
Property and equipment, net		72,544			36,319
Intangible assets, net		120,432			141,326
Long-term deferred tax assets		22,499			18,223
Other assets		7,677			2,484
Goodwill		6,664			—
Total assets	$	705,102		$	716,526
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	14,437		$	7,203
Accrued legal fees		11,726			6,110
Accrued liabilities		22,140			20,824
Deferred revenue		4,869			2,610
Total current liabilities		53,172			36,747
Long-term deferred tax liabilities		3,102			4,083
Other long-term liabilities		6,403			5,017
Stockholders’ equity:
Common stock		53			52
Additional paid-in capital		480,347			462,697
Treasury stock		(10,642	)		(10,505	)
Accumulated other comprehensive income		119			24
Retained earnings		172,548			218,411
Total stockholders’ equity		642,425			670,679
Total liabilities and stockholders’ equity	$	705,102		$	716,526

Non-GAAP Financial Measures

In addition to disclosing financial results calculated in accordance with U.S. GAAP, this Form 8-K/A contains non-GAAP financial measures adjusted for either one-time or ongoing non-cash acquired intangibles amortization charges, acquired in-process research and development, all forms of stock-based compensation, impairment charges on long-lived assets and goodwill, and related tax effects. The non-GAAP financial measures also exclude the effects of FASB Accounting Standards Codification 718, “Stock Compensation” upon the number of diluted shares used in calculating non-GAAP earnings per share. The Company’s management believes that the non-GAAP measures used in this Form 8-K/A provide investors with important perspectives into the Company’s ongoing business performance. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to those financial statements should be carefully evaluated. The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.

Set forth below are reconciliations of non-GAAP net income (loss) to the Company’s reported GAAP net income (loss).

TESSERA TECHNOLOGIES, INC.

RECONCILIATION TO NON-GAAP INCOME FROM GAAP NET LOSS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2012			2011			2012			2011
GAAP net income (loss)	$	(20,616	)	$	2,638		$	(30,225	)	$	(19,300	)
Adjustments to GAAP net income (loss):
Stock-based compensation - cost of revenues		137			119			641			458
Stock-based compensation - research, development and other related costs		1,465			1,685			6,455			8,233
Stock-based compensation - selling, general and administrative		2,185			3,516			9,940			16,879
Amortization of acquired intangibles - cost of revenues		1,782			1,702			7,673			6,819
Amortization of acquired intangibles - research, development and other related costs		1,354			1,455			5,408			3,820
Amortization of acquired intangibles - selling, general and administration		3,023			1,618			11,988			6,684
Impairment of long-lived assets		—			(569	)		—			(569	)
Impairment of goodwill		—			—			—			49,653
Tax adjustments for non-GAAP items		(3,078	)		(2,513	)		(11,126	)		(12,016	)
Non-GAAP net income (loss)	$	(13,748	)	$	9,651		$	754		$	60,661
Non-GAAP net income (loss) per common share - diluted	$	(0.26	)	$	0.18		$	0.01		$	1.15
Weighted average number of shares used in per share calculations excluding the effects of FAS123R - diluted		53,261			52,708			53,061			52,549

The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01. Other Events.

The disclosures set forth above under Item 2.02 are hereby incorporated by reference into this Item 8.01 and may be deemed to constitute solicitation material under Rule 14a-12 of the Exchange Act.

Additional Information and Where to Find It

The Company, its directors and certain executive officers and employees may become participants in the solicitation of proxies from stockholders in connection with the Company’s 2013 Annual Meeting of Stockholders (the “Annual Meeting”). The Company plans to file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Annual Meeting (the “2013 Proxy Statement”).

Robert J. Boehlke, Richard S. Hill, David C. Nagel, Timothy J. Stultz, Anthony J. Tether, and Robert A. Young, all of whom are members of the Company’s Board of Directors, and C. Richard Neely, Jr., Executive Vice President and Chief Financial Officer, Bernard J. Cassidy, Executive Vice President, General Counsel and Secretary and Moriah C. Shilton, Senior Director, Investor Relations, may become participants in the Company’s solicitation. Information regarding the Company’s directors’ and executive officers’ respective interests in the Company by security holdings or otherwise is set forth in the Company’s proxy statement relating to the 2012 annual meeting of stockholders. No other participants own in excess of 1% of the Company’s common stock. Additional information regarding the interests of such participants will be included in the 2013 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting.

Promptly after filing its definitive 2013 Proxy Statement with the SEC, the Company will mail the definitive 2013 Proxy Statement and a proxy card to each stockholder entitled to vote at the Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE 2013 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, copies of the definitive 2013 Proxy Statement and any other documents filed by the Company with the SEC in connection with the Annual Meeting at the SEC’s website (http://www.sec.gov), at the Company’s website (http://ir.tessera.com/sec.cfm) or by writing to the Secretary, Tessera Technologies, Inc., 3025 Orchard Parkway, San Jose, California 95134.

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: February 28, 2013

TESSERA TECHNOLOGIES, INC.
By:	/S/ C. RICHARD NEELY, JR.
Name:	C. Richard Neely, Jr.
Title:	Executive Vice President and Chief Financial Officer