-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V5AvXW9JhuBLdlyc9Q4+LHr9j1gKrSZRMz/dnt/2J6Tx+JrI/PE+VEY0UQa+J/Ou WwCfUWKFHbZMdgD+62bkrQ== 0000891618-00-001693.txt : 20000327 0000891618-00-001693.hdr.sgml : 20000327 ACCESSION NUMBER: 0000891618-00-001693 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000309 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMERSION CORP CENTRAL INDEX KEY: 0001058811 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 943180138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27969 FILM NUMBER: 577790 BUSINESS ADDRESS: STREET 1: 2158 PARAGON DR CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084671900 MAIL ADDRESS: STREET 1: 2158 PARAGON DR CITY: SAN JOSE STATE: CA ZIP: 95131 8-K 1 FORM 8-K 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 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 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] 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 5 EXHIBIT INDEX Exhibit Description - ------- ----------- 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.
EX-99.1 2 EX-99.1 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 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 kfirehammer@immersion.com or Haptic Technologies Inc. Alain Pare, 514/987-9800 x109 or 514/909-4331 alain@haptech.com or A&R Partners Yvette Lorenz-Machlan, 650/762-2827 ylorenz-machlan@arpartners.com -----END PRIVACY-ENHANCED MESSAGE-----