Unassociated Document
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
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November
1, 2007
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Date
of Report (date of earliest event reported)
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GENESIS
MICROCHIP INC.
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(Exact
name of Registrant as specified in its charter)
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Delaware
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000-33477
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77-0584301
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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2525
Augustine Dr.
Santa
Clara, CA 95054
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(Address
of principal executive offices, including zip
code)
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(408)
919-8400
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
November 1, 2007, Genesis Microchip Inc. (the “Company”)
issued
a press release announcing that it has appointed Rick Martig to serve as Chief
Financial Officer and Senior Vice President Finance, effective November 5,
2007.
Mr. Martig, age 45, spent twelve years at Xilinx, Inc. (Nasdaq: XLNX), a
worldwide leader in field programmable gate array (FPGA) solutions. Most
recently at Xilinx, he served as Senior Director of Corporate Finance and
managed its worldwide accounting operations in San Jose, Dublin and Singapore.
In this role, he was responsible for corporate accounting, financial planning
and analysis and external reporting. Mr. Martig also led the implementation
of
SOX 404 and the creation of an internal compliance organization. From 1997
to
2003 at Xilinx, Mr. Martig was Business Unit Operations Controller. Prior to
Xilinx, Mr. Martig worked from 1990 to 1995 at Spectra Physics Lasers, where
he
served in various roles including Plant Controller and Treasury Manager.
Previously, Mr. Martig was a General Accounting Manager at Bonsu - Microamerica
from 1985 to 1990. He is a graduate of the University of Santa Clara with a
BS
degree in finance and holds an MBA from St. Mary’s College.
A
copy of
the press release announcing Mr. Martig’s appointment as Chief Financial Officer
is furnished as Exhibit 99.1 to this Current Report on Form 8-K .
The
material terms of Mr. Martig’s offer letter include the following:
(i)
an
at-will employment arrangement whereby either the Company or Mr. Martig may
terminate his employment with the Company at any time, with or without reason;
(ii)
a
monthly gross salary of $21,666.66;
(iii)
a
sign-on bonus of $50,000;
(iv)
an
award of stock options to purchase 105,000 shares of the Company’s common stock
at an exercise price equal to the fair market value of the Company’s common
stock on the date of grant, 25% of which vest approximately one year from the
date of grant, with the balance vesting monthly in equal amounts over the
following thirty-six months, subject to approval by the Company’s Board of
Directors and subject to Mr. Martig’s continued employment with the Company on
the applicable vesting dates; and
(v)
an
award of 20,000 restricted stock units, 25% of which vest approximately one
year
from the date of grant, with the balance vesting yearly in equal amounts over
the following three years, subject to approval by the Company’s Board of
Directors and subject to Mr. Martig’s continued employment with the Company on
the applicable vesting dates.
Pursuant
to the terms of Mr. Martig offer letter, Mr. Martig is eligible to participate
in the Company’s Executive Bonus Plan for fiscal year 2008.
In
connection with the commencement of his employment and pursuant to his offer
letter, Mr. Martig entered into a Change of Control Severance Agreement with
the
Company, effective as of November 5, 2007 (the “Severance
Agreement”).
The
following is a summary of the material terms of the Severance Agreement:
The
Severance Agreement provides that if Mr. Martig’s employment with the Company is
involuntarily terminated within twelve months following a Change of Control
(as
defined in the Severance Agreement), Mr. Martig will be entitled to certain
severance benefits, including, but not limited to:
(i)
a
lump sum payment equal to twelve months base salary as in effect as of the
date
of such termination;
(ii)
a
lump sum payment equal to an amount representing Mr. Martig’s forgone annual
bonus opportunity determined by multiplying 25% of Mr. Martig’s annual base
salary, as in effect on date of such termination, by a fraction with a numerator
equal to the number of days between the start of the Company’s fiscal year
during which the termination occurs and the date of such termination and a
denominator equal to 365;
(iii)
accelerated vesting for fifty percent of Mr. Martig’s unvested equity
compensation awards to the extent such awards are unvested and outstanding
as of
the date of such termination; and
(iv)
reimbursement of premiums paid for continued health care coverage for up to
twelve months following the date of such termination.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
99.1 is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of Section 18 of the
Exchange Act. Exhibit 99.1 shall not be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except
as
shall be expressly set forth by specific reference in such a filing.
Exhibit No.
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Description
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99.1
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Press
release of Genesis Microchip Inc., dated November 1,
2007
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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.
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GENESIS
MICROCHIP INC.
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By:
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/s/
Elias Antoun
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Elias
Antoun
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President
& Chief Executive Officer
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Date:
November 1, 2007
EXHIBIT
INDEX
Exhibit
Number
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Description
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99.1
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Press
release of Genesis Microchip Inc., dated November 1,
2007
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