1
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) September 29, 2000
-------------------------------
IMMERSION CORPORATION
---------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-27969 94-3180138
- ------------------------------- ----------------------- --------------------------------
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
801 Fox Lane, San Jose, California 95131
- ---------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 467-1900
---------------------------
Not Applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 29, 2000, Immersion Corporation ("Immersion") acquired HT
Medical Systems, Inc. ("HT"), through the merger (the "Merger") of Immersion's
wholly owned subsidiary, HT Merger, Inc. ("Merger Sub"), with and into HT,
pursuant to an Agreement and Plan of Reorganization, dated as of July 31, 2000
(the "Merger Agreement"), among Immersion, Merger Sub, HT and Greg Merril, as
the representative of HT's stockholders (the "Representative").
In the Merger, the HT stock outstanding immediately prior to the Merger
was converted into the right to receive 0.5176 of a share of Immersion common
stock for each share of HT common stock or preferred stock held immediately
prior to the Merger, plus cash in lieu of fractional shares, and HT became a
wholly owned subsidiary of Immersion. HT common stock and preferred stock
outstanding immediately before the Merger was converted into the right to
receive approximately 1,335,200 shares of Immersion common stock, of which
approximately 10% was placed in escrow to secure the indemnification obligations
of HT and its stockholders. Immersion has also assumed all options and warrants
to purchase HT's common stock and preferred stock outstanding at the Merger and
HT's obligations to issue stock under a convertible note. As a result, Immersion
may issue up to an additional 663,000 shares of common stock on exercise or
conversion of the options, warrants and convertible note.
The Merger Agreement provides that Immersion will be indemnified for
certain losses that may arise from the breach or inaccuracy of any of HT's
representations, warranties and covenants in the Merger Agreement. To secure
HT's indemnification obligations and to facilitate the ability of Immersion to
recover amounts to which it is entitled under the Merger Agreement, Immersion,
HT and the Representative entered into an Escrow Agreement, dated as of
September 29, 2000, with U.S. Trust Company, National Association, as escrow
agent. The escrow fund consists of approximately 133,500 of the shares of
Immersion common stock issued in the Merger. Subject to the satisfaction of any
claims asserted by Immersion, all of the remaining escrowed shares will be
distributed to the Representative, on behalf of the stockholders, on the earlier
of the date of Immersion's first issuance of audited financial statements after
the Merger or March 31, 2001. Holders of approximately 91% of HT's common stock
and preferred stock outstanding immediately before the Merger executed an
Indemnification and Joinder Agreement, in which they agreed to be bound by the
terms of the Merger Agreement and confirmed their appointment of the
Representative.
Immersion registered the shares of its common stock issued in the Merger
in a Registration Statement on Form S-4 (File No. 333-45254), which was declared
effective on September 13, 2000.
2
3
Separate and apart from the Merger, on the date of the Merger, Immersion
also granted options to purchase up to approximately 511,000 shares of Immersion
common stock to certain of HT's employees. The options granted become
exercisable over a four year period of continuous employment with HT.
The foregoing descriptions of the Merger Agreement, the Escrow Agreement
and the Indemnification and Joinder Agreement are qualified in their entirety by
reference to the full text of those agreements which are included as Exhibits to
this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
HT Consolidated Balance Sheets at May 31, 2000 and 1999(1)
HT Consolidated Statements of Operations for the Years Ended May 31,
2000 and 1999(1)
HT Consolidated Statements of Stockholders' Deficit for the Years Ended May 31,
2000 and 1999(1)
HT Consolidated Statements of Cash Flows for the Years Ended May 31,
2000 and 1999(1)
Notes to HT Consolidated Financial Statements(1)
(b) PRO FORMA FINANCIAL INFORMATION.
Selected Unaudited Pro Forma Combined Financial Statement Data for the Six
Months Ended June 30, 2000 and for the Years Ended December 31, 1999 and 1998(2)
- ----------
(1) Included on Pages F32 to F49 of the Prospectus included in
Immersion's Registration Statement on Form S-4 (Reg. No. 333-45254) (the "S-4
Registration Statement") and incorporated herein by reference.
(2) Included on Pages 29 to 30 of the Prospectus included in the S-4
Registration Statement and incorporated by reference herein.
3
4
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Reorganization dated as of July 31,
2000, among Immersion Corporation, HT Medical Systems,
Inc., HT Merger, Inc. and Greg Merril(3)
2.2 Indemnification and Joinder Agreement dated as of July
31, 2000, among Immersion Corporation, Greg Merril,
individually and as Representative, and other
stockholders of HT Medical Systems, Inc.(3)
2.3 Escrow Agreement dated as of September 29, 2000, among
Immersion Corporation, HT Medical Systems, Inc., Greg
Merril as the Representative and U.S. Trust Company,
National Association(3)
2.4 Immersion Corporation 2000 HT Non-Officer Nonstatutory
Stock Option Plan
99.1 Press Release issued by Immersion on October 2, 2000
- ---------
(3) Filed as an Exhibit to the S-4 Registration Statement and
incorporated herein by reference.
4
5
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 thereunto duly authorized.
Date: October 13, 2000
Immersion Corporation
By /s/ Victor Viegas
-----------------------------
Victor Viegas
Chief Financial Officer and
Vice President, Finance
5
6
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.4 Immersion Corporation 2000 HT Non-Officer Nonstatutory
Stock Option Plan
99.1 Press Release issued by Immersion on October 2, 2000
6