New Independent Directors Bring Deep Operational and Financial Expertise
SAN JOSE, Calif.--(BUSINESS WIRE)--
Tessera Technologies, Inc. (NASDAQ:TSRA) ("Tessera" or the "Company")
today announced changes to its Board of Directors (the "Board") and the
commencement of a search for a new chief executive officer. The
reconstituted Board will comprise experienced and independent directors
with the skills and expertise to guide the Company through the next
phase of its strategic plan, both in the Intellectual Property (IP) and
DigitalOptics (DOC) businesses.
Richard S. Hill was appointed Chairman of the Board, effective
immediately, replacing Robert J. Boehlke, who will remain on the Board
until the upcoming annual meeting of stockholders on May 23, 2013. In
addition, the Board will immediately begin a search for a new chief
executive officer to replace Robert A. Young.
Also effective immediately, three new independent directors will join
the Board: John Chenault, John H. F. Miner and Christopher A. Seams.
The Company intends to nominate a slate of six independent directors at
the upcoming annual meeting of stockholders, including the three new
directors and existing directors Richard S. Hill, David C. Nagel and
Timothy J. Stultz.
"We continue to strengthen the Board, and each of our directors — both
current and new — is fully committed to driving stockholder value at the
Company," said Hill. "The three new directors we are nominating for the
Board are all accomplished business leaders, and we expect them to
provide immediate and substantial benefits to the Company.
"Bob Boehlke and Bob Young have both made significant contributions in
their years of service to the Company," added Mr. Hill. "We would like
to thank them for all that they have done for the Company."
Biographies of the six highly qualified nominees for the Board follow:
John Chenault has held a number of increasingly senior roles at Novellus
Systems, Inc., a semiconductor company, prior to his retirement in 2005,
including most recently chief financial officer. Prior to that, he
served as vice president of Corporate Development; vice president of
Operation and Administration; executive vice president of Worldwide
Sales and Service; and executive vice president of Business Operations.
Mr. Chenault has been a director of Ultra Clean since June 2009. Mr.
Chenault holds a bachelor of business degree in economics and a master's
degree in business administration from Western Illinois University.
John H. F. Miner currently serves as a Managing Director of Pivotal
Investments LLC. Previously, he had a more than 20-year career at Intel,
most recently as co-president of Intel Capital. He also served in a
general management capacity overseeing major Intel product divisions
including the Enterprise Server and Communications Products and New
Products Groups, and Intel's desktop motherboard and PC building-blocks
business. Mr. Miner serves as a director of Pacific Light Technologies
Corp., Tuusso and STI. He serves as a Trustee for the Providence St.
Vincent Medical Foundation and as Board Advisor of SeQuential-Pacific
Biodiesel LLC. Mr. Miner holds a bachelor's degree in electrical
engineering from Tulane University and a master's degree in business
administration from the University of Oregon.
Christopher A. Seams has been an executive vice president at Cypress
Semiconductor Corporation since 2000, where he is responsible for Sales
and Marketing. In addition to his current Sales and Marketing
responsibilities, his assignments at Cypress have included technical and
operational management in manufacturing, development, and operations.
Prior to joining Cypress in 1990, he worked in process development for
Advanced Micro Devices and Philips Research Laboratories. Mr. Seams
earned his bachelor's degree in electrical engineering from Texas A&M
University and his master's degree in electrical and computer
engineering from the University of Texas at Austin. Mr. Seams is a
senior member of IEEE, serves on the Engineering Advisory Council for
Texas A&M University, and is a board member of Joint Venture Silicon
Richard "Rick" S. Hill, who joined the Board in August 2012, served as
the chief executive officer of Novellus Systems, Inc. from 1993, as well
as the chairman from 1996, until its acquisition for more than $3
billion by Lam Research Corporation in June 2012. Before joining
Novellus Systems in 1993, Hill spent 12 years with Tektronix, Inc.,
including as president of the Tektronix Development Company, vice
president of the Test & Measurement Group, and president of Tektronix
Components Corporation. He also held engineering-management positions at
General Electric, Motorola, and Hughes Aircraft Company. Hill is the
immediate past chair, and a current executive committee member, of the
University of Illinois Foundation, a member of the Board of Visitors for
the University of Illinois at Urbana-Champaign, and a member of the
board of directors of Arrow Electronics, LSI Corporation, and Cabot
Microelectronics Corporation. Hill graduated in bioengineering from the
University of Illinois at Chicago and earned a master's degree in
business administration from Syracuse University.
David C. Nagel, Ph.D., who joined the Board in May 2005, was most
recently president and chief executive officer of PalmSource, Inc., a
leading provider of operating system software platforms for smart mobile
devices. Prior to PalmSource, Nagel was chief technology officer at AT&T
and president of AT&T Labs. He previously served as senior vice
president at Apple Computer, where he led Worldwide R&D for all
Macintosh products after heading up Advanced Technology. Before Apple,
Nagel had a long career at NASA's Ames Research Center as head of human
factors research. He has served on a number of national and
international advisory committees, including five years on President
Clinton's first President's Information Technology Advisory Committee
(PITAC). Nagel has served on the boards of directors of Palm, Inc.,
Arcsoft, Inc., Epocrates, Nuance, Leapfrog Technologies, and Openwave
Systems (now Unwired Planet). He currently serves on the boards of
Vonage Holdings and Align Technology, in addition to Tessera
Technologies, Inc. He also is a member of the board of Trustees and
Executive Council of the International Computer Science Institute in
Berkeley, California. He has in the past served on advisory boards for
both private equity and venture capital companies. Nagel holds bachelor
and master's degrees in engineering and a doctorate of philosophy in
perception and mathematical psychology, all from UCLA.
Timothy "Tim" J. Stultz, Ph.D., who joined the Board in August 2012, is
currently chief executive officer, president, and a director of
Nanometrics Incorporated, which he joined in 2007. Prior to Nanometrics,
Dr. Stultz served as president, chief executive officer and director of
Imago Scientific Instruments, and as vice president and general manager
of Veeco Instruments Metrology Group where he was instrumental in
bringing to market the world's first fully automated Atomic Force
Microscope. He was also the founder of Peak Systems, a pioneering
company in the area of rapid thermal processing for semiconductor
devices. Prior to founding Peak Systems, Dr. Stultz spent 9 years at
Lockheed Palo Alto Research Laboratories where he participated in and
led a variety of research programs in the development of advanced solid
state materials. Dr. Stultz earned his bachelor's, master's, and
doctorate of philosophy in materials science and engineering from
Stanford University, and currently serves on the Industrial Advisory
Committee for the Materials Science Department at Stanford.
Safe Harbor Statement
This press release contains forward-looking statements, which are made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve risks
and uncertainties that could cause actual results to differ
significantly from those projected, particularly with respect to the
changes to the Board, the search for a new chief executive officer, the
Company's slate of directors at its annual meeting of stockholders, the
appointments of Messrs. Chenault, Miner and Seams to the Board and the
impact of these appointments on the Company. Material factors that may
cause results to differ from the statements made include the plans or
operations relating to the Company's businesses; market or industry
conditions; changes in patent laws, regulation or enforcement, or other
factors that might affect the Company's ability to protect or realize
the value of its intellectual property; the expiration of license
agreements and the cessation of related royalty income; the failure,
inability or refusal of licensees to pay royalties; initiation, delays,
setbacks or losses relating to the Company's intellectual property or
intellectual property litigations, or invalidation or limitation of key
patents; the timing and results, which are not predictable and may vary
in any individual proceeding, of any ICC ruling or award, including in
the Amkor arbitration; fluctuations in operating results due to the
timing of new license agreements and royalties, or due to legal costs;
the risk of a decline in demand for semiconductor and camera module
products; failure by the industry to use technologies covered by the
Company's patents; the expiration of the Company's patents; the
Company's ability to successfully complete and integrate acquisitions of
businesses; the risk of loss of, or decreases in production orders from,
customers of acquired businesses; financial and regulatory risks
associated with the international nature of the Company's businesses;
failure of the Company's products to achieve technological feasibility
or profitability; failure to successfully commercialize the Company's
products; changes in demand for the products of the Company's customers;
limited opportunities to license technologies and sell products due to
high concentration in the markets for semiconductors and related
products and camera modules; the impact of competing technologies on the
demand for the Company's technologies and products; and the reliance on
a limited number of suppliers for the components used in the manufacture
of DOC products. You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this
release. The Company's filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the year ended
Dec. 31, 2012, include more information about factors that could affect
the Company's financial results. The Company assumes no obligation to
update information contained in this press release. Although this
release may remain available on the Company's website or elsewhere, its
continued availability does not indicate that the Company is reaffirming
or confirming any of the information contained herein.
About Tessera Technologies
Tessera Technologies, Inc. is a holding company with operating
subsidiaries in two segments: Intellectual Property and DigitalOptics.
Our Intellectual Property segment, managed by Tessera Intellectual
Property Corp., generates revenue from manufacturers and other
implementers that use our technology. Our DigitalOptics business
delivers innovation in imaging systems for smartphones. For more
information call 1.408.321.6000 or visit www.tessera.com.
Tessera, the Tessera logo, DOC, the DOC logo, and Invensas Corporation
are trademarks or registered trademarks of affiliated companies of
Tessera Technologies, Inc. in the United States and other countries. All
other company, brand and product names may be trademarks or registered
trademarks of their respective companies.
Additional Information and Where to Find It
Tessera Technologies, Inc. (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").
John Chenault, Richard S. Hill, John H. F. Miner, David C. Nagel,
Christopher A. Seams and Timothy J. Stultz, all of whom are members of
the Company's Board of Directors, and Robert A. Young, President and
Chief Executive Officer, 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.
Tessera Technologies, Inc.
Rick Neely, 408-321-6756
The Abernathy MacGregor Group
Source: Tessera Technologies, Inc.
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