Attached files
| file | filename |
|---|---|
| EX-10.01 - EXHIBIT 10.01 - SILICON IMAGE INC | exh10-01.htm |
| EX-99.01 - EXHIBIT 99.01 - SILICON IMAGE INC | exh99-01.htm |
| EX-10.02 - EXHIBIT 10.02 - SILICON IMAGE INC | exh10-02.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 5,
2009
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SILICON
IMAGE, INC.
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(Exact
name of Registrant as Specified in its Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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000-26887
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77-0396307
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1060
East Arques Ave., Sunnyvale, CA
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94085
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(408)
616-4000
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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
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))
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a)
The disclosures set forth in under Item
5.02 below are hereby incorporated by reference into this Item
1.01(a).
ITEM
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(c), (d)
and (e)
On
January 5, 2010, the Board of Directors (the “Board”) of Silicon Image,
Inc. (the “Registrant”)
appointed Camillo Martino, 47, as the Registrant’s new Chief Executive Officer
(“CEO”), effective
January 6, 2010, and elected Mr. Martino to the Board, effective January 13,
2010.
The
Registrant has entered into an employment offer letter (the “Offer Letter”) with
Mr. Martino for the position of Chief Executive Officer. The Offer Letter
sets forth the terms of Mr. Martino’s employment with the Registrant,
including an annual base salary of $425,000 and participation in the
Registrant’s health, insurance and employee benefit plans. Under the terms of
the Offer Letter, Mr. Martino is eligible to receive a cash bonus for the
2010 fiscal year of up to a maximum of 100% of his annual base
salary. Eligibility to receive such bonus shall be determined based
upon a combination of (a) the Registrant’s achievement of financial and
performance objectives and (b) Mr. Martino’s individual performance as
determined based upon milestones to be determined by the Compensation Committee
of the Board. For the 2010 fiscal year, Mr. Martino’s bonus is
guaranteed to be at least $212,500, payable as to $106,250 on June 30, 2010 and
as to $106,250 on December 31, 2010. The Offer Letter also provides
that in the event Mr. Martino’s employment is terminated without cause, he will
be entitled to receive his base salary, and reimbursement of COBRA premiums, for
a period of 12 months. In addition, Mr. Martino will receive an option to
purchase 1,000,000 shares of the Registrant’s common stock. The
option will have an exercise price equal to the closing price of the common
stock on January 15, 2010 and will vest as follows subject to Mr. Martino’s
continued employment with the Registrant: (a) 10% of the shares subject to the
option shall vest on January 1, 2011; (b) an additional 20% of the shares
subject to the option shall vest on January 1, 2012; (c) an additional 30% of
the shares subject to the option shall vest on January 1, 2013; and an
additional (d) 40% of the shares subject to the option shall vest on January 1,
2014. The stock
option is an inducement option granted outside of Silicon Image’s 2008 Equity
Incentive Plan and without shareholder approval pursuant to NASDAQ Marketplace
Rule 4350(i)(1)(A).
Mr. Martino has served as a board
member of SAI Technology Inc. ("SAI"), a privately held company, since June 2006
and, prior to his appointment as CEO of the Registrant, served as Chief
Operating Officer of SAI from January 2007 to January 2010. From July
2005 to June 2007, Mr. Martino served as the President and CEO of Cornice Inc.,
a privately held company. From August 2001 to July 2005, Mr. Martino
served as the Executive Vice President and Chief Operating Officer at Zoran
Corporation, a publicly held company. Prior to August 2001, Mr.
Martino was employed for nearly 14 years by National Semiconductor Corporation.
Mr. Martino holds a Bachelor of Applied Science in Electrical Engineering from
the University of Melbourne, Parkville/Melbourne, Australia and a Graduate
Diploma in Digital Communications from Monash University, Clayton,
Australia.
The foregoing is a summary of the Offer
Letter and does not purport to be complete. The foregoing is qualified in its
entirety by reference to the Offer Letter, a copy of which is filed as
Exhibit 10.01 to this Current Report on Form 8-K and is incorporated herein
by reference.
A copy of the press release announcing
the appointment described above is attached as Exhibit 99.01 to this Current
Report on Form 8-K and is incorporated in this report by reference.
(b), (d)
and (e)
On
January 5, 2010, the Registrant announced that Harold Covert, who was appointed
President and Chief Operating Officer on September 25, 2009 while the Registrant
undertook a search for a new Chief Executive Officer, shall continue in his
capacity as President of the Registrant (but shall no longer serve as Chief
Financial Officer or Chief Operating Officer) during a transitional period from
January 6, 2010 through September 30, 2010 (the “Transitional
Period”). On January 5, 2010 the Board of the Registrant also
elected Mr. Covert to the Board, effective January 15, 2010 and through
September 30, 2010.
In
connection with the foregoing, the Registrant and Mr. Covert entered into a
Transitional Employment and Separation Agreement, dated as of January 6, 2010
(the “Transition
Agreement”). Under the terms of the Transition Agreement, in
connection with his services during the Transitional Period and as an inducement
to enter into the Transition Agreement, Mr. Covert received a cash payment of
$100,000 on January 6, 2010. During the Transitional Period, Mr.
Covert will continue to receive his current base salary, his options will
continue to vest in accordance with their terms, and Mr. Covert will continue to
be eligible to participate in the Registrant’s employee benefit
plans. Upon the conclusion of the Transitional Period, and unless Mr.
Covert’s employment has been terminated for cause, Mr. Covert shall receive a
$200,000 separation payment.
The
Transition Agreement contains certain other provisions, including agreements by
Mr. Covert not to solicit any of the Registrant’s employees for a period of
eighteen months and not to interfere in any customer or client
relationship.
The
foregoing is a summary of the Transition Agreement and does not purport to be
complete. The foregoing is qualified in its entirety by reference to the
Transition Agreement, a copy of which is filed as Exhibit 10.02 to this
Current Report on Form 8-K and is incorporated herein by reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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10.01
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Employment
offer letter with Camillo Martino dated December 23,
2009.
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10.02
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Transitional
Employment and Separation Agreement between Harold Covert and the
Registrant dated January 6, 2010.
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99.01
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Press
release dated January 5, 2010 announcing Camillo Martino’s appointment as
Chief Executive Officer of the
Registrant.
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SIGNATURE
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.
Date: January
8, 2010
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SILICON
IMAGE, INC.
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By:
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/s/
Edward Lopez
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Edward
Lopez
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Chief
Legal Officer
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Exhibit
No.
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Exhibit
Title
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10.01
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10.02
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99.01
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