Washington, DC 20549







Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 22, 2013




(Exact name of registrant as specified in its charter)




Delaware   001-34180   77-0513190

(State or other jurisdiction of




File Number)


(IRS Employer

Identification No.)

7000 Shoreline Court, Suite 100

South San Francisco, California 94080

(Address of principal executive offices, including zip code)

(650) 266-6000

(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 (see General Instruction A.2. below):


¨ 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))




Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


(e) Compensatory Arrangements of Certain Officers

On January 22, 2013, our board of directors approved an adjustment in the annual base salary, effective January 1, 2013, for Gajus V. Worthington, our president and chief executive officer, from $350,000 to $425,000. In addition, the board (i) approved a bonus payment to Mr. Worthington under our executive bonus plan for the fiscal 2012 performance period equal to $175,000 and (ii) established his bonus target under the plan for the fiscal 2013 performance period at fifty percent (50%) of annual base salary. These compensation determinations were made by our board of directors, excluding Mr. Worthington, upon the recommendation of our compensation committee.


- 1 -


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: January 28, 2013   By:  

/s/ Vikram Jog


Vikram Jog

Chief Financial Officer


- 2 -