Attached files
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| EX-99 - PRESS RELEASE, DATED AUGUST 29, 2012 - TESSERA TECHNOLOGIES INC | rrd354739_38389.htm |
| EX-3 - AMENDMENT TO THE AMENDED AND RESTATED BYLAWS, DATED AUGUST 29, 2012 - TESSERA TECHNOLOGIES INC | rrd354739_38388.htm |
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): 08/29/2012
Tessera Technologies, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-50460
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Delaware
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16-1620029
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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3025 Orchard Parkway
San Jose, California 95134
(Address of principal executive offices, including zip code)
(408) 321-6000
(Registrant’s telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Effective August 29, 2012, the Board of Directors (the "Board") of Tessera Technologies, Inc. (the "Company") appointed Mr. Richard S. Hill and Dr. Timothy J. Stultz as members of the Board. Mr. Hill and Dr. Stultz will receive the compensation the Company provides to non-employee directors, which is described in the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 17, 2012. The Company will enter into an indemnification agreement with each of Mr. Hill and Dr. Stultz in the form attached as Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed on September 4, 2003.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective August 29, 2012, the Board approved an amendment to the Company's Amended and Restated Bylaws to increase the size of the Board from six (6) persons to eight (8) persons.
The preceding discussion of the Company's amendment to its Amended and Restated Bylaws is qualified by the text of the amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure
On August 29, 2012, the Company issued a press release announcing the appointment of Mr. Hill and Dr. Stultz as members of the Board, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
3.1 Amendment to the Amended and Restated Bylaws, dated August 29, 2012
99.1 Press Release, dated August 29, 2012
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.
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Tessera Technologies, Inc.
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Date: August 29, 2012
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By:
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/s/ C. RICHARD NEELY, JR.
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C. Richard Neely, Jr..
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Executive Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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EX-3.1
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Amendment to the Amended and Restated Bylaws, dated August 29, 2012
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EX-99.1
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Press Release, dated August 29, 2012
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