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Filed with the Securities and Exchange Commission on January 20, 2000
Registration No. ___-___________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Immersion Corporation
(Exact name of registrant as specified in its charter)
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Delaware 94-3180138
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
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2158 Paragon Drive
San Jose, California 95131
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(Address of principal executive offices) (Zip code)
Immersion Corporation
1994 Stock Option Plan
1997 Stock Option Plan
1999 Employee Stock Purchase Plan and an
Individual Stock Option Agreement
Louis B. Rosenberg, Ph. D.
Chairman of the Board, Chief
Executive Officer and President
Immersion Corporation
2158 Paragon Drive
San Jose, CA 95131
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 467-1900.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Securities to be maximum maximum
registered1 Amount to be offering price aggregate Amount of
registered(2) per share(3) offering price(3) registration fee
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1994 Stock Option Plan
Common Stock
Par Value $0.001 1,149,217 $0.10 $114,921.70
1997 Stock Option Plan
Common Stock 2,015,594 $32.94 $66,393,666.36
Par Value $0.001 2,846,923 $4.76 $13,551,353.48
1999 Employee Stock Purchase Plan
Common Stock 500,000 $28.00 $14,000,000.00
Par Value $0.001
Individual Stock Option Agreement
Common Stock 20,175 $.17 $3,429.75
Par Value $0.001
TOTALS 6,531,909 $94,063,371.29 $24,832.73
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1 The securities to be registered include options and rights to acquire
Common Stock.
2 Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.
3 Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised
options under the 1994 Stock Option Plan and 1997 Stock Option Plan, the
price is computed on the basis of the weighted average exercise price. As
to the remaining shares under the 1997 Stock Option Plan, the price is
based upon the average of the high and low prices of the Common Stock on
January 13, 2000, as reported on the Nasdaq National Market. The 1999
Employee Stock Purchase Plan establishes a purchase price equal to 85% of
the fair market value of the Company's Common Stock , and, therefore, the
price for shares under this plan is based upon 85% of the average of the
high and low prices of the Common Stock on January 13, 2000, as reported on
the Nasdaq National Market. The price of the Individual Stock Option
Agreement is computed on the basis of the exercise price.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Immersion Corporation (the "Company") hereby incorporates by reference in
this registration statement the following documents:
(a) The Company's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Securities Act") containing audited
financial statements for the Company's fiscal year ended December 31, 1998. The
prospectus is included in the Company's Registration Statement on Form S-1 (No.
333-86361, filed November 12, 1999).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the registrant document referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A12G filed on November 5, 1999 under
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or
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rescission. The statute has no effect on a director's duty of loyalty or
liability for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, illegal payment of dividends or stock
redemptions or repurchases, or for any transaction from which the director
derives an improper personal benefit. As permitted by the statute, the Company
has adopted provisions in its Certificate of Incorporation which eliminate to
the fullest extent permissible under Delaware law the personal liability of its
directors to the Company and its stockholders for monetary damages for breach or
alleged breach of their duty of care.
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company has entered into agreements with its directors and
officers that require the Company to indemnify such persons to the fullest
extent permitted under Delaware law against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred (including
expenses of a derivative action) in connection with any proceeding, whether
actual or threatened, to which any such person may be made a party by reason of
the fact that such person is or was a director or an officer of the Company or
any of its affiliated enterprises. The indemnification agreements also set forth
certain procedures that will apply in the event of a claim for indemnification
thereunder.
Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
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(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on January 17, 2000.
IMMERSION CORPORATION
By: /s/ Louis Rosenberg
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Louis Rosenberg, Ph.D.
Chairman of the Board,
Chief Executive Officer and
President
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SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Immersion Corporation whose signatures appear
below, hereby constitute and appoint Louis Rosenberg and Victor Viegas, and each
of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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Chairman of the Board,
/s/ Louis Rosenberg Chief Executive Officer, and President January 17, 2000
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Louis Rosenberg, Ph. D.
/s/ Victor Viegas Chief Financial Officer, January 18, 2000
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Victor Viegas Officer)
/s/ Bruce Schena Vice President, Chief Technology Officer, January 17, 2000
- -------------------------- Secretary and Director
Bruce Schena
/s/ Steven Blank Director January 14, 2000
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Steven Blank
/s/ Jonathan Rubinstein Director January 14, 2000
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Jonathan Rubinstein
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EXHIBIT INDEX
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4.1 Certificate of Incorporation of the Company is incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission on October 5, 1999 (No.
333-86361)
4.2 Form of Amended and Restated Certificate of Incorporation of the Company
is incorporated by reference to Exhibit 3.3 to the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange Commission
on October 5, 1999 (No. 333-86361)
4.3 Bylaws of the Company are incorporated by reference to Exhibit 3.3 to the
Company's Registration Statement on Form S-1 filed with the Securities
and Exchange Commission on September 1, 1999 (No. 333-86361)
4.4 Agreement and Plan of Merger between Immersion Corporation, a California
Corporation, and the Company, is incorporated by reference to Exhibit 3.5
to the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on October 5, 1999 (No. 333-86361)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP, Independent Auditors
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 5
[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
400 Hamilton Avenue, Palo Alto, CA 94301-1825
Phone: 650-833-2000 Fax: 650-327-3699 www.graycary.com
January 17, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Immersion Corporation, a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 6,531,909 shares of the
Common Stock, $0.001 par value, of the Company which may be issued pursuant to
the exercise of options and purchase rights granted under the Immersion
Corporation 1994 Stock Option Plan, 1997 Stock Option Plan, 1999 Employee Stock
Purchase Plan (the "Plans"), and a certain individual stock option agreement
(the "Agreement").
We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters of
Delaware corporation law, we have based our opinion solely upon our examination
of such laws and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations. We have not obtained
opinions of counsel licensed to practice in jurisdictions other than the State
of California.
Based on such examination, we are of the opinion that the 6,531,909 shares of
Common Stock which may be issued under the Plans and the Agreement are duly
authorized shares of the Company's Common Stock, and, when issued against
receipt of the consideration therefor in accordance with the provisions of the
Plans and the Agreement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich LLP
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GRAY CARY WARE & FREIDENRICH LLP
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EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
To the Board of Directors and Stockholders
of Immersion Corporation
We consent to the incorporation by reference in the Registration Statement of
Immersion Corporation on Form S-8 of our reports dated October 20, 1999
(November 3, 1999 as to Note 14) and October 20, 1999, appearing in Registration
Statement No. 333-86361 on Form S-1 of Immersion Corporation.
/s/ Deloitte & Touche LLP
San Jose, California
January 17, 2000
