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):January 29, 2005
ESS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
California
(State or other jurisdiction
of incorporation) | | 0-26660
(Commission File
Number) | | 94-2928582
(IRS Employer
Identification No.) |
| | | |
48401 FREMONT BOULEVARD
FREMONT, CA
(Address of principal executive offices) | | 94538
(Zip Code) |
Registrant’s telephone number, including area code:(510) 492-1088
N/A
(Former name or former address, if changed since last report.)
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:
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.
On January 29, 2005, the Board of Directors approved 1) an amendment to certain outstanding stock option awards previously granted to members of the audit committee of the Board of Directors to provide a 3-year post-termination exercise period following a termination of service for any reason, 2) the corresponding amended and restated stock option agreement which reflects the new post-termination exercise period attached hereto as Exhibit 10.66, and 3) a form of agreement with the new post-termination exercise period to be used for future audit committee option grants attached hereto as Exhibit 10.67.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| | | |
| EXHIBIT | | |
| NUMBER | | DESCRIPTION |
| 10.66 | | Amended and Restated Stock Option Agreement for Audit Committee members. |
| 10.67 | | Form of Stock Option Agreement for Audit Committee members. |
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SIGNATURE
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 3, 2005
| | | | | |
| | By: | | /s/ James B. Boyd |
| | | | |
| | | | James B. Boyd |
| | | | Chief Financial Officer |
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INDEX TO EXHIBITS
| | | |
| EXHIBIT | | |
| NUMBER | | DESCRIPTION |
| 10.66 | | Amended and Restated Stock Option Agreement for Audit Committee members. |
| 10.67 | | Form of Stock Option Agreement for Audit Committee members. |
