<PAGE> 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) March 9, 2000
IMMERSION CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-27969 94-3180138
- -------------------------------- --------------------- -------------------
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation) Identification No.)
2158 Paragon Drive
San Jose, California 95131
- --------------------------------------------------------------------------------
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 467-1900
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
(a) On March 9, 2000, Immersion Corporation (the "Company") completed
the purchase of all of the shares of (i) Haptic Technologies Inc. ("Haptech"),
a company duly incorporated under the Canada Business Corporations Act, and
(ii) 9039-4115 Quebec, Inc. ("Holdco"), a company formed for the purpose of
holding shares of Haptech common stock (collectively, the "Shares"), for
approximately $7 million, consisting of 141,538 shares of the Company's Common
Stock and $338,000 paid in cash, pursuant to a Share Purchase Agreement (the
"Agreement") dated February 28, 2000. The Company used working capital and
newly issued shares to fund the acquisition. The acquisition will be accounted
for using the purchase method.
Pursuant to the terms of the Agreement, the Company purchased the
Shares from Holdco, Alain Pare, Societe Innovatech du Grand Montreal
("Innovatech"), Visuaide, Inc. ("Visuaide") and Fonds en Transferts de
Technologies Industrielles ("FTTI").
There are no material relationships between holders of the Shares and the
Company or any of its affiliates, any director or officer of the Company, or any
associate of any such director or officer.
On March 13, 2000, the Company announced the completion of the
acquisition. The press release issued by the Company is attached as Exhibit
99.1.
2
<PAGE> 3
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Company has determined that financial statements for Haptic
Technologies Inc. are not required to be filed as part of this Report on Form
8-K.
(b) Pro Forma Financial Information.
The Company has determined that pro forma financial information is not
required to be filed as part of this Report on Form 8-K.
(c) Exhibits.
2.1 Share Purchase Agreement with Haptic Technologies Inc. ("Haptech")
and 9039-4115 Quebec, Inc. ("Holdco") and the Shareholders of
Haptech and Holdco and 511220 N.B. Inc. ("Purchaser") dated February
28, 2000 (incorporated by reference to Exhibit 2.2 of the Company's
Form 10-K for the year ended December 31, 1999).
99.1 Press Release issued by the Company on March 13, 2000.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 4
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, thereto duly authorized.
IMMERSION CORPORATION
By: /s/ LOUIS ROSENBERG
----------------------------------
Louis Rosenberg, Ph.D.
President and Chief Executive
Officer
Date: March 24, 2000
<PAGE> 5
EXHIBIT INDEX
<TABLE>
Exhibit Description
- ------- -----------
<S> <C>
2.1 Share Purchase Agreement with Haptic Technologies Inc. ("Haptech")
and 9039-4115 Quebec, Inc. ("Holdco") and the Shareholders of
Haptech and Holdco and 511220 N.B. Inc. ("Purchaser") dated February
28, 2000 (incorporated by reference to Exhibit 2.2 of the Company's
Form 10-K for the year ended December 31, 1999).
99.1 Press Release issued by the Company on March 13, 2000.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
Page 1 of 2
Immersion Completes Haptech Acquisition
SAN JOSE, Calif.--March 13, 2000--Immersion Corporation, (Nasdaq:IMMR), the
pioneering developer of sensory interaction technology, today announced that it
has completed its acquisition of Montreal-based Haptic Technologies Inc.
(Haptech) for a combination of Immersion common stock and cash valued at
approximately $7.0 million.
Haptech is a leading developer of haptic computer peripherals and software
technologies designed to simulate the sense of touch. As a result of the
acquisition Haptech becomes a wholly-owned subsidiary of Immersion and will
continue operations in Montreal, Canada.
Similar to Immersion, Haptech develops and markets hardware and software that
brings the sense of touch to computing environments. The acquisition of
Haptech's technologies complements Immersion's affordable consumer-oriented
technologies. For example, it is anticipated that Immersion's TouchSense(TM)
technology will be combined with Haptech's expertise in the visually impaired
market, making the Internet more accessible to the 6.5 million visually
impaired Americans, who have encountered barriers while navigating the
Internet. Through these joint technologies, a person who is visually impaired
will be able to navigate the Windows(R) environment by "feeling" buttons,
menus, and icons, while being guided simultaneously by voice commands.
"With the acquisition behind us, we look forward to joining the research and
development efforts of both Haptech and Immersion, as we strive to bring
affordable touch-enabled technologies to all consumers. Our aim is to enable
the sense of touch on the PC and the Web, ultimately revolutionizing the way
people interact with their computers," said Immersion CEO, Dr. Louis Rosenberg.
Through this acquisition, Immersion gains a number of Haptech's issued and
pending patents, as well as hardware and software applications, including
TouchWeb(TM), a technology for making the Internet accessible to visually
impaired users. Immersion has also expanded its development team with highly
experienced Haptech engineers, who will continue to develop new and existing
technologies.
"The combination of technical talent in the field of haptics technologies
between Immersion and Haptech are second to none in this emerging market," said
Alain Pare, Haptech President and CEO. "We are looking forward to developing
new touch-enabled technologies that will benefit all computer users."
About Haptech (www.haptech.com)
Based in Montreal, Haptech is a technology licensing company and a leading
developer of haptic computer peripherals and software technologies that bring
the sense of touch to the computer environment. Haptech has patent pending and
patented sensors, motors and electronic systems. Haptech works with strategic
alliance partners to develop innovative force feedback solutions for their
markets.
About Immersion Corporation (www.immersion.com)
Founded in 1993, Immersion Corporation develops advanced hardware and software
technologies that enable users to interact with computers using their sense of
touch. Immersion's patented TouchSense(TM) technologies, enable computer
peripheral devices to deliver tactile sensations that correspond to on-screen
events. Immersion licenses its hardware and software technology, on which it
holds 42 issued patents worldwide, to industry-leaders in order to integrate
and implement its sensory interaction into professional simulation and
modeling, consumer devices, and enabling
<PAGE> 2
Page 2 of 2
technologies.
Statements made in this press release other than statements of historical fact
are forward-looking statements, including those that reflect management's
current forecast of certain aspects of the company's future. Forward-looking
statements made in this press release are based on current information, which
we have assessed but which by its nature is dynamic and subject to rapid and
even abrupt changes. Forward looking statements include statements regarding
the anticipated benefits of the acquisition, the capabilities of the
technologies described above, and the ability of Immersion to integrate voice
commands into its touch-enabling technologies. The company's actual results
might differ materially from those stated or implied by such forward looking
statements due to risks and uncertainties associated with the company's
business which include, but are not limited to, unforeseen technical
difficulties in integrating Haptech's technology into Immersion's products,
whether there will be consumer acceptance of touch-enabled technologies and
products identified in this release, and general market and economic conditions.
Such risks and uncertainties are further outlined in Immersion's Prospectus
dated November 12, 1999 included in its Registration Statement on Form S-1
filed with the Securities and Exchange Commission. These factors may not
constitute all factors that could cause actual results to differ materially
from those discussed in any forward-looking statement. The Company is not
obligated to revise or update any forward-looking statements in order to
reflect events or circumstances that may arise after the date of this release.
CONTACT: Immersion
Kimberly Firehammer, 408/467-1910 x309
[email protected]
or
Haptic Technologies Inc.
Alain Pare, 514/987-9800 x109 or 514/909-4331
[email protected]
or
A&R Partners
Yvette Lorenz-Machlan, 650/762-2827
[email protected]
