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As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IMMERSION CORPORATION
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(Exact Name of Registrant as
Specified in Its Charter)
Delaware 94-3180138
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(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)
801 Fox Lane, San Jose, California 95131
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(Address of Principal Executive Offices)
Haptic Technologies Inc.
2000 Stock Option Plan
Immersion Corporation 2000 Non-Officer
Nonstatutory Stock Option Plan
Immersion Corporation 2000 HT Non-Officer
Nonstatutory Stock Option Plan
HT Medical Systems, Inc. 1998 Stock Option Plan
Immersion Corporation Nonstatutory Stock Option
Plan and Stock Option Agreement
with Robert G. O'Malley
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(Full Title of the Plan)
Robert G. O'Malley
Chief Executive Officer and President
801 Fox Lane
San Jose, California 95131
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(Name and Address of Agent For Service)
(408) 467-1900
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(Telephone Number, Including Area Code,
of Agent For Service)
Copy to:
Sarah A. O'Dowd
Heller Ehrman White & McAuliffe LLP
525 University Avenue
Palo Alto, California 94301-1908
Telephone: (650) 324-7045
Facsimile: (650) 324-0638
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED(1) REGISTERED(2) PER SHARE(3) PRICE FEE
------------------- ------------- ------------ --------- ------------
<S> <C> <C> <C> <C>
Haptic Technologies Inc. 2000 Stock Option
Plan Common Stock, Par Value $0.001 391,238 $7.6875 $3,007,642 $ 794
Immersion Corporation 2000 Non-Officer
Nonstatutory Stock Option Plan Common 500,000 $7.6875 $3,843,750 $1,015
Stock, Par Value $0.001
Immersion Corporation 2000 HT Non-Officer
Nonstatutory Stock Option Plan Common 766,322 $7.6875 $5,891,100 $1,556
Stock, Par Value $0.001
HT Medical Systems, Inc. 1998 Stock Option
Plan Common Stock, Par Value $0.001 68,903 $7.6875 $ 529,692 $ 140
Immersion Corporation Nonstatutory Stock
Option Plan and Stock Option Agreement with 500,000 $9.00 $4,500,000 $1,188
Robert G. O'Malley Common Stock, Par Value
$0.001
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(1) The securities to be registered include options and rights to acquire the
Registrant's 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 issuable under the Haptic Technologies, Inc.
2000 Stock Option Plan, 2000 Non-Officer Nonstatutory Stock Option Plan,
2000 HT Non-Officer Nonstatutory Stock Option Plan and HT Medical Systems,
Inc. 1998 Stock Option Plan, the price is based upon the average of the high
and low prices of the Registrant's Common Stock on December 20, 2000, as
reported on the Nasdaq National Market. As to shares issuable under the
Nonstatutory Stock Option Plan with Robert G. O'Malley, the price is
computed upon the basis of the price at which the options may be exercised.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by Immersion Corporation
(the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are hereby incorporated by reference in this Registration
Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000;
(c) Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000;
(d) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(e) Registrant's Current Report on Form 8-K dated October 13, 2000;
(f) Registrant's Current Report on Form 8-K dated September 15, 2000;
(g) Registrant's Current Report on Form 8-K dated March 24, 2000; and
(h) The description of the Registrant's Common Stock contained in the
Registrant'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 Registrant pursuant to Sections
13(a), 13(c), 14 or 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
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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 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 benefit. As permitted by the statute, the
Registrant has adopted provisions in its Amended and Restated Certificate of
Incorporation which eliminate to the fullest extent permissible under Delaware
law the personal liability of its directors to the Registrant and its
stockholders for monetary damages for breach or alleged breach of their duty of
care.
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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 Registrant 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 Registrant'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 Registrant has entered into agreements with its
directors and officers that require the Registrant 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 Registrant
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
Not applicable.
ITEM 8. EXHIBITS
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Item
No. Description of Item
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<S> <C>
5.1 Opinion of Heller Ehrman White & McAuliffe LLP
23.1 Independent Auditors' Consent
23.2 Consent of Heller Ehrman White & McAuliffe LLP (filed as part of
Exhibit 5.1)
24.1 Power of Attorney (See page II-4)
99.1 Haptic Technologies Inc. 2000 Stock Option Plan (Incorporated by
reference to Exhibit 10.30 filed with the Registrant's Form S-4
dated September 6, 2000)
99.2 Immersion Corporation 2000 Non-Officer Nonstatutory Stock Option
Plan (Incorporated by reference to Exhibit 10.29 filed with the
Registrant's Form S-4 dated September 6, 2000)
99.3 Immersion Corporation 2000 HT Non-Officer Nonstatutory Stock
Option Plan (Incorporated by reference to Exhibit 2.4 filed with
the Registrant's Current Report on Form 8-K dated October 13,
2000)
99.4 HT Medical Systems, Inc. 1998 Stock Option Plan
99.5 Immersion Corporation Nonstatutory Stock Option Plan and Stock
Option Agreement with Robert G. O'Malley
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ITEM 9. UNDERTAKINGS
A. 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;
(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 A(1)(i) and A(1)(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 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.
B. The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed 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.
C. 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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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 this 22nd day of
December, 2000.
IMMERSION CORPORATION
By: /s/ Robert G. O'Malley
-----------------------------------
Robert G. O'Malley
Chief Executive Officer
and President
POWER OF ATTORNEY TO SIGN AMENDMENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Robert G. O'Malley and Victor Viegas
with full power of substitution, such person's true and lawful attorneys-in-fact
and agents for such person in such person's name, place and stead, in any and
all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully, to all intents and purposes, as he or such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
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Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.
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<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/ Robert G. O'Malley Chief Executive Officer, President December 22, 2000
------------------------------- and Director
Robert G. O'Malley
/s/ Louis B. Rosenberg Chairman of the Board of Directors December 22, 2000
-------------------------------
Louis B. Rosenberg, Ph.D
/s/ Victor Viegas Chief Financial Officer and Vice December 22, 2000
------------------------------- President, Finance
Victor Viegas
/s/ Charles Boesenberg Director December 22, 2000
-------------------------------
Charles Boesenberg
/s/ Steven Blank Director December 22, 2000
-------------------------------
Steven Blank
/s/ Jonathan Rubinstein Director December 22, 2000
-------------------------------
Jonathan Rubinstein
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Index to Exhibits
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<CAPTION>
Item
No. Description of Item
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<S> <C>
5.1 Opinion of Heller Ehrman White & McAuliffe LLP
23.1 Independent Auditors' Consent
23.2 Consent of Heller Ehrman White & McAuliffe LLP (filed as part of
Exhibit 5.1)
24.1 Power of Attorney (See page II-4)
99.1 Haptic Technologies Inc. 2000 Stock Option Plan (Incorporated by
reference to Exhibit 10.30 filed with the Registrant's Form S-4
dated September 6, 2000)
99.2 Immersion Corporation 2000 Non-Officer Nonstatutory Stock Option
Plan (Incorporated by reference to Exhibit 10.29 filed with the
Registrant's Form S-4 dated September 6, 2000)
99.3 Immersion Corporation 2000 HT Non-Officer Nonstatutory Stock
Option Plan (Incorporated by reference to Exhibit 2.4 filed with
the Registrant's Current Report on Form 8-K dated October 13,
2000)
99.4 HT Medical Systems, Inc. 1998 Stock Option Plan
99.5 Immersion Corporation Nonstatutory Stock Option Plan and Stock
Option Agreement with Robert G. O'Malley
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