Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
|
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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Date
of Report (date of earliest event reported)
March
2, 2007
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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
No.)
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2525
Augustine Drive
Santa
Clara, California 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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2150
Gold Street
Alviso,
CA 95002
(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):
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)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement
(a) Director
and Officer Indemnification Agreement
On
or
about March 2, 2007, Genesis Microchip Inc. (the “Company”)
entered into a new indemnification agreement (the “New
Indemnification Agreement”)
with
each of its executive officers and each member of its Board of Directors as
follows: Elias Antoun, President, CEO and Board member; Michael Healy, CFO;
Hildy Shandell, Sr. VP, Corporate Development; Behrooz Yadegar, Sr. VP, Product
Development; Ernest Lin, Sr. VP, Worldwide Sales; Anders Frisk, Executive Vice
President; Jeffrey Lin, General Counsel; Ava Hahn, Associate General Counsel
and
Secretary; and Board members Jon Castor, Chieh Chang, Tim Christoffersen,
Jeffrey Diamond, Robert H. Kidd and Chandrashekar M. Reddy.
The
New
Indemnification Agreement provides that in addition to the indemnification
provisions of the company’s certificate of incorporation and bylaws, the company
shall indemnify, defend and hold its indemnified directors and officers (the
“Indemnitees”)
harmless to the greatest extent possible under applicable law from and against
any and all judgments, fines, penalties, amounts paid in settlement and any
other amounts reasonably incurred or suffered by the Indemnitee (including
attorneys’ fees) in connection with any claims to which Indemnitee is, was or at
any time becomes a party by reason of the fact that Indemnitee is, was or at
any
time becomes a director, officer, employee or agent of the Company. The New
Indemnification Agreement further provides that the Company shall pay any and
all expenses reasonably incurred by Indemnitee in defending any claim, subject
to certain limitations.
In
addition, pursuant to the New Indemnification Agreements, the Company agrees
to
use commercially reasonable efforts to
cause
to be maintained in effect,
for
the
duration of Indemnitee’s service as a director or officer or other agent of the
Company, policies of liability insurance providing coverage for the Indemnitees
that are at least substantially comparable in scope and coverage to that
provided by the Company’s policies of directors’ and officers’ liability
insurance in effect immediately prior to execution of the New Indemnification
Agreements.
Upon
execution of the New Indemnification Agreements, any prior indemnification
agreements between the Company and each of the Indemnitees automatically
terminated.
The
foregoing summary of the material terms of the New Indemnification Agreement
is
qualified in its entirety by reference to such document which is filed hereto
as
Exhibit 10.1.
(b) “Tier
1” Change of Control Agreement with CEO
On
March
2, 2007, Genesis Microchip Inc. entered into a change of control severance
agreement with its Chief Executive Officer, Elias Antoun (“CEO
Agreement”).
The
CEO Agreement will provide certain benefits upon an involuntary termination
of
Mr. Antoun’s employment following a change of control of the company. The
agreement has a two-year term. The agreement generally provides that if, within
12 months after the change of control of the company, Mr. Antoun’s
employment is involuntarily terminated or he resigns for good reason (each
as
defined in the CEO Agreement), and he signs a release of claims, then he will
be
entitled to (i) a lump sum severance payment equal to 12 months base
salary, (ii)
an
amount
representing Mr. Antoun’s foregone annual bonus and
(iii)
accelerated vesting of fifty percent (50%) of Mr. Antoun’s then outstanding,
unvested equity compensation awards. The amount of Mr. Antoun’s foregone bonus
is calculated by
multiplying 50% of his annual base salary, as in effect on the date of his
employment 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 termination date and
a
denominator equal to 365. Further, the Company will reimburse Mr. Antoun for
the
premiums paid for the continued coverage of his (and any eligible dependents)
under the Company’s medical, dental and vision plans at the same level of
coverage in effect on the termination date for 12 months, or until Mr. Antoun
becomes covered under similar plans.
The
foregoing summary of the material terms of the CEO Agreement is qualified in
its
entirety by reference to such document which is filed hereto as Exhibit 10.2.
(c) “Tier
1” Change of Control Agreement with CFO
On
March
2, 2007, Genesis Microchip Inc. entered into a change of control severance
agreement with its Chief Financial Officer, Michael Healy (“CFO
Agreement”).
The
CFO Agreement is identical to the CEO Agreement, except that Mr. Healy’s
foregone
annual bonus is calculated by multiplying 25% of his annual base salary, as
in
effect on the date of his employment 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 termination date and
a
denominator equal to 365.
The
foregoing summary of the material terms of the CFO Agreement is qualified in
its
entirety by reference to such document which is filed hereto as Exhibit 10.3.
(d) “Tier
2” Change of Control Agreement with Other Executives
On
March
2, 2007, Genesis Microchip Inc. entered into a change of control severance
agreements (the “Change
of Control Agreement”)
with
the following officers:
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·
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Anders
Frisk, Executive Vice President
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·
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Behrooz
Yadegar, Sr. VP, Product
Development
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·
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Ernest
Lin, Sr. VP, Worldwide Sales
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|
·
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Jeffrey
Lin, General Counsel
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|
· |
Ava
Hahn, Associate General Counsel &
Secretary
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The
Change
of
Control Agreement provides
for certain benefits upon an involuntary termination (as defined in the Change
of Control Agreement) of each officer’s employment following a change of control
of the company. The Change of Control Agreement has a two-year term. The Change
of Control Agreement generally provides that if, within 12 months after the
change of control of the company, the officer’s employment is involuntarily
terminated or s/he resigns for good reason, and s/he signs a release of claims,
then s/he will be entitled to a lump sum severance payment equal to
six months base salary and accelerated vesting of twenty-five percent (25%)
of the officer’s then outstanding, unvested equity compensation awards. Further,
the Company will reimburse the officer for the premiums paid for the continued
coverage of his/her (and any eligible dependents) under the Company’s medical,
dental and vision plans at the same level of coverage in effect on the
termination date for six months, or until the officer becomes covered under
similar plan.
The
foregoing summary of the material terms of the Change of Control Agreement
is
qualified in its entirety by reference to such document which is filed hereto
as
Exhibit 10.4.
In
addition to the above, Mr. Frisk’s Change of Control Agreement becomes effective
as of August 1, 2007 and is in no way intended to affect his rights under
his
existing Change of Control Severance Agreement dated March 14, 2003 and as
amended August 14, 2006. The foregoing summary of Mr. Frisk’s Change of Control
Agreement is qualified in its entirety by reference to such document which
is
filed hereto as Exhibit 10.5
1.02
Termination of a Material Definitive Agreement
Upon
the
execution of the New Indemnification Agreements described under sub heading
(a)
of Item 1.01 above, the previous indemnification agreements (the “Previous
Indemnification Agreement”)
between and the Company and each of the following directors and officers of
the
Company automatically terminated: Elias Antoun, President, CEO and Board member;
Michael Healy, CFO; Hildy Shandell, Sr. VP, Corporate Development; Behrooz
Yadegar, Sr. VP, Product Development; Ernest Lin, Sr. VP, Worldwide Sales;
Anders Frisk, Executive Vice President; Jeffrey Lin, General Counsel; Ava Hahn,
Associate General Counsel and Secretary; and Board members Jon Castor, Chieh
Chang, Tim Christoffersen, Jeffrey Diamond, Robert H. Kidd and Chandrashekar
M.
Reddy.
Pursuant
to the Previous Indemnification Agreement, the directors and officers who were
parties thereto, were indemnified by the Company (and the Company agreed to
the
advancement of certain expenses in connection therewith) against claims brought
against such directors and officers in connection with their service to the
Company.
The
foregoing summary of the material terms of the Previous Indemnification
Agreement is qualified in its entirety by reference to such document which
was
filed by the Company as Exhibit 10.27 to the Company’s Annual Report on Form
10-K for the fiscal year ended March 31, 2004 filed with the SEC on June 10,
2004.
Item
9.01. Financial Statements and Exhibits
Exhibit
No.
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Description
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10.1
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Form
of Director & Officer Indemnification Agreement
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10.2
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“Tier
1” Change of Control Severance Agreement dated March 2, 2007 between
Elias
Antoun and the Company
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10.3
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“Tier
1” Change of Control Severance Agreement dated March 2, 2007 between
Michael Healy and the Company
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10.4
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Form
of “Tier 2” Change of Control Severance Agreement between other officers
and the Company
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10.5
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“Tier
2” Change of Control Severance Agreement effective as of August 1, 2007
between Anders Frisk and the
Company
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SIGNATURE
Pursuant
to the requirements of the Securities and 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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Date: March 6, 2007 |
By: |
/s/ Michael Healy |
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Name:
Michael Healy |
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Title:
Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Document
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10.1
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Form
of Director & Officer Indemnification Agreement
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10.2
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“Tier
1” Change of Control Severance Agreement dated March 2, 2007 between
Elias
Antoun and the Company
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10.3
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“Tier
1” Change of Control Severance Agreement dated March 2, 2007 between
Michael Healy and the Company
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10.4
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Form
of “Tier 2” Change of Control Severance Agreement between other officers
and the Company
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10.5
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“Tier 2”
Change
of
Control Severance Agreement effective as of August 1, 2007 between
Anders
Frisk and the Company |