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TSRA > SEC Filings for TSRA > Form 8-K on 25-Mar-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-Mar-2013

Change in Directors or Principal Officers, Amendments to Articles of Inc


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

On March 22, 2013, the Board of Directors (the "Board") of Tessera Technologies, Inc. (the "Company") appointed John Chenault, John H. F. Miner and Christopher
A. Seams as members of the Board, such appointments to be effective as of March 25, 2013. Messrs. Chenault, Miner and Seams will receive the compensation the Company provides to non-employee directors, which is described in the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 17, 2012. The Company will enter into an indemnification agreement with each of Messrs. Chenault, Miner and Seams in the form attached as Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed on September 4, 2003. The Board has yet to determine committee appointments for the new directors.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 22, 2013 and effective as of March 25, 2013, the Board approved an amendment to the Company's Amended and Restated Bylaws to increase the size of the Board from six (6) persons to nine (9) persons, with the size of the Board to decrease automatically to six (6) persons effective immediately prior to the election of directors at the Company's 2013 Annual Meeting of Stockholders.

The preceding discussion of the Company's amendment to its Amended and Restated Bylaws is qualified by the text of the amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.



Item 8.01. Other Events.

On March 25, 2013, the Company issued a press release announcing the appointment of Messrs. Chenault, Miner and Seams as members of the Board and the commencement of a search for a new chief executive officer, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.        Description

 3.1         Amendment to the Amended and Restated Bylaws, effective as of
             March 25, 2013

99.1         Press Release, dated March 25, 2013


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