Current Report Filing (8-k)
December 01 2016 - 4:47PM
Edgar (US Regulatory)
UNITED STATES
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): December 1, 2016
DTS, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50335
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77-0467655
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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5220 Las Virgenes Road
Calabasas, CA, 91302
(Address of principal executive offices, with zip code)
(818) 436-1000
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Introductory Note
On December 1, 2016, pursuant to the Agreement and Plan of Merger (the
Merger Agreement
), dated as of
September 19, 2016, among Tessera Technologies, Inc. (
Tessera
), DTS, Inc. (
DTS
), Tessera Holding Corporation (f/k/a Tempe Holdco Corporation) (
Tessera Holding
), Tempe Merger Sub
Corporation (
Parent Merger Sub
) and Arizona Merger Sub Corporation (
Company Merger Sub
, and together with Parent Merger Sub, the
Merger Subs
), Tessera implemented a holding company
reorganization whereby Parent Merger Sub merged with and into Tessera (the
Parent Merger
), with Tessera as the surviving corporation, and thereafter Company Merger Sub merged with and into DTS (the
Company
Merger
and, together with the Parent Merger, the
Mergers
), with DTS as the surviving corporation. As a result of the Mergers, both DTS and Tessera became wholly owned subsidiaries of Tessera Holding. Following the Parent
Merger, Tessera Holding, a Delaware corporation, became the successor issuer to Tessera, a Delaware corporation, pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the
Exchange Act
).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective upon the completion of the Company Merger, DTS established the DTS, Inc. 2016 Executive Retention Bonus
Plan (the
Retention Plan
) and is expected to enter into letter agreements thereunder (the
Retention Agreements
) with Jon E. Kirchner and certain other executive officers who are expected to continue employment
with DTS following completion of the Company Merger (collectively, the
DTS Executives
).
The terms of the Retention
Plan provide that each DTS Executive who executes a Retention Agreement and is continuously employed with Tessera, DTS, Tessera Holding or one of their subsidiaries through the 18-month anniversary of the effective time of the Company Merger (the
Vesting Date
) will be entitled to receive payment of the DTS Executives retention bonus; provided, that if the DTS Executives employment is terminated (i) by Tessera, DTS, Tessera Holding or one of their subsidiaries
(as applicable) without cause, (ii) by the DTS Executive for good reason or (iii) due to the DTS Executives death or disability at any time prior to the Vesting Date, the DTS Executive will be entitled to payment of a pro-rata portion of his
or her retention bonus. The DTS Executive will immediately forfeit his or her retention bonus upon a termination of his or her employment for cause or his or her resignation without good reason at any time prior to the Vesting Date. Any amounts that
are forfeited will not be reallocated to other DTS Executives. Under the Retention Plan, Mr. Kirchner is eligible to receive a retention bonus of $5,049,336 and the other DTS Executives may receive, in the aggregate, retention bonuses equal to
$3,884,849. By executing the Retention Agreement, each DTS Executive acknowledges and agrees that the signing and consummation of the Company Merger and/or any change in such DTS Executives authority, duties, responsibilities or reporting
relationship that is caused by such signing or consummation will not constitute
Good Reason
as defined in such DTS Executives existing executive employment agreement.
The Retention Plan and form of Retention Agreement are filed as Exhibits 10.1 and 10.2 hereto, respectively, each of which is incorporated
herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 1, 2016, DTS held its Special Meeting of Stockholders (the
Meeting
). Of the 17,848,590 shares of DTSs
common stock outstanding as of the record date of October 20, 2016, a total of 15,538,389 shares, or approximately 87.06% of DTSs common stock, was represented at the Meeting in person or by proxy, which constituted a quorum. The
stockholders considered three proposals at the meeting, each of which is described in more detail in DTSs Definitive Proxy Statement filed with the SEC on October 21, 2016 and mailed to stockholders on or about October 24, 2016. The
number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below.
Proposal 1.
The stockholders approved a proposal to adopt the Merger Agreement (the
Merger Proposal
). The voting
results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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15,351,933
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180,640
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5,816
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0
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Proposal 2.
The stockholders
approved a proposal to approve, on a non-binding, advisory basis, merger-related compensation for DTSs named executive officers. The voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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14,621,857
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912,187
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4,345
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0
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Proposal 3.
The stockholders approved a proposal to adjourn the special meeting, if necessary or
appropriate, to solicit additional proxies if there were not sufficient votes at the time of the Meeting to approve the Merger Proposal. The voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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14,786,848
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746,976
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4,565
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0
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Although Proposal 3 was approved, adjournment of the Meeting was not necessary or appropriate because
there were sufficient votes at the time of the Meeting to approve the Merger Proposal.
No other items were presented for stockholder
approval at the Meeting.
Item 8.01 Other Events.
On December 1, 2016, Tessera Holding issued a press release announcing the completion of the Mergers. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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DTS, Inc. 2016 Executive Retention Bonus Plan
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10.2
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Form of Retention Agreement
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99.1
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Press Release, dated December 1, 2016
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SIGNATURES
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 hereunto duly authorized.
Date: December 1, 2016
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DTS, INC.
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By:
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/s/ Thomas Lacey
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Name:
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Thomas Lacey
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Title:
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President
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EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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DTS, Inc. 2016 Executive Retention Bonus Plan
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10.2
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Form of Retention Agreement
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99.1
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Press Release, dated December 1, 2016
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