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TSRA > SEC Filings for TSRA > Form 8-K on 25-Feb-2013All Recent SEC Filings

Show all filings for TESSERA TECHNOLOGIES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for TESSERA TECHNOLOGIES INC


25-Feb-2013

Change in Directors or Principal Officers, Other Events, Financial State


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

(a) On February 22, 2013, Tessera Technologies, Inc. (the "Company") received a letter from John B. Goodrich and Kevin G. Rivette (the "Letter") stating that they would each resign from the Company's Board of Directors (the "Board"), effective March 1, 2013, if Robert J. Boehlke, chairman of the Board, has not resigned as a member of the Board as of that date. Mr. Boehlke has informed the Company in writing that he does not intend to resign. Accordingly, the Company expects that the resignations of Messrs. Goodrich and Rivette will take effect on March 1, 2013. Mr. Goodrich, 71, has been a member of the board of directors since August 2001. Mr. Goodrich is a member of the Audit Committee and the chairman of the Nominating Committee. Mr. Rivette, 56, has been a member of the board of directors since March 2011. Mr. Rivette, a non-independent director, is not a member of any committee of the board of directors.

As described in the Letter, Messrs. Goodrich and Rivette have decided to resign due to their disagreement with the approach Mr. Boehlke has taken with respect to the Company and the Board, asserting, among other things, that Mr. Boehlke "has arrogated to himself necessary board review and guidance of management" and that his actions have "prevented the Board from meeting its required standards of performance and returning value to shareholders." The Company does not endorse or support the criticisms set forth in the Letter. The foregoing description is qualified in its entirety by reference to the text of the Letter, a copy of which is attached hereto as Exhibit 17.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On February 25, 2013 the Company issued a press release regarding the Letter, a copy of which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.



Item 8.01. Other Events.

The press release issued regarding the Letter is hereby incorporated by reference into this Item 8.01 and may be deemed to constitute solicitation material under Rule 14a-12 of the Exchange Act.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No. Description

17.1 Letter from Messrs. Goodrich and Rivette, dated February 22, 2013

99.1 Press Release, dated February 25, 2013


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