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TSRA > SEC Filings for TSRA > Form 8-K/A on 28-Feb-2013All Recent SEC Filings

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

Form 8-K/A for TESSERA TECHNOLOGIES INC


28-Feb-2013

Results of Operations and Financial Condition, Other Events


Item 2.02. Results of Operations and Financial Condition.

On February 7, 2013, Tessera Technologies, Inc. (the "Company") filed a Current Report on Form 8-K that included a press release (Exhibit 99.1) and management's prepared remarks (Exhibit 99.2), each dated February 7, 2013, announcing the Company's financial results for the fourth quarter ended December 31, 2012. This Form 8-K/A is being filed to revise the financial results included with such Current Report on Form 8-K.

The previously reported financial results for the fourth quarter ended December 31, 2012 have been revised to include additional accruals (i) for legal expenses in the amount of $1.5 million and (ii) for fixed asset purchases of $0.8 million. The additional legal expense accruals result in a generally accepted accounting principles (GAAP) net loss for the fourth quarter of 2012 in the amount of $20.6 million, or $0.39 per basic share, and non-GAAP net loss for the fourth quarter of 2012 in the amount of $13.7 million, or $0.26 per basic share. For the entire year ended December 31, 2012, GAAP net loss was $30.2 million, or $0.58 per basic share, and non-GAAP net income was $0.8 million, or $0.01 per basic share. Set forth below are revised Condensed Consolidated Statements of Operations for the three and twelve months ended December 31, 2011 and 2012, and revised Condensed Consolidated Balance Sheets as of December 31, 2011 and 2012.




Item 8.01. Other Events.

The disclosures set forth above under Item 2.02 are 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.

Additional Information and Where to Find It

The Company, its directors and certain executive officers and employees may become participants in the solicitation of proxies from stockholders in connection with the Company's 2013 Annual Meeting of Stockholders (the "Annual Meeting"). The Company plans to file a proxy statement with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the Annual Meeting (the "2013 Proxy Statement").

Robert J. Boehlke, Richard S. Hill, David C. Nagel, Timothy J. Stultz, Anthony J. Tether, and Robert A. Young, all of whom are members of the Company's Board of Directors, and C. Richard Neely, Jr., Executive Vice President and Chief Financial Officer, Bernard J. Cassidy, Executive Vice President, General Counsel and Secretary and Moriah C. Shilton, Senior Director, Investor Relations, may become participants in the Company's solicitation. Information regarding the Company's directors' and executive officers' respective interests in the Company by security holdings or otherwise is set forth in the Company's proxy statement relating to the 2012 annual meeting of stockholders. No other participants own in excess of 1% of the Company's common stock. Additional information regarding the interests of such participants will be included in the 2013 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting.

Promptly after filing its definitive 2013 Proxy Statement with the SEC, the Company will mail the definitive 2013 Proxy Statement and a proxy card to each stockholder entitled to vote at the Annual Meeting. STOCKHOLDERS ARE URGED TO READ THE 2013 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, copies of the definitive 2013 Proxy Statement and any other documents filed by the Company with the SEC in connection with the Annual Meeting at the SEC's website (http://www.sec.gov), at the Company's website (http://ir.tessera.com/sec.cfm) or by writing to the Secretary, Tessera Technologies, Inc., 3025 Orchard Parkway, San Jose, California 95134.


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