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
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October
9, 2007
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Date
of Report (date of earliest event
reported)
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GENESIS
MICROCHIP INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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000-33477
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77-0584301
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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2525
Augustine Dr.
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Santa
Clara, CA 95054
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(Address
of principal executive offices, including zip
code)
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(408)
919-8400
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Not
Applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
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)
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
At
the
2007 Annual Meeting of Stockholders held on October 9, 2007 (the “2007 Annual
Meeting”), the stockholders of Genesis Microchip Inc. (“Genesis” or the
“Company”) approved the Genesis Microchip Inc. 2007 Equity Incentive Plan (the
“Incentive Plan”) and the Genesis Microchip Inc. 2007 Employee Stock Purchase
Plan (the “Purchase Plan” and, together with the Incentive Plan, the “Plans”).
Brief descriptions of the Plans are included below. In addition, at the 2007
Annual Meeting, the stockholders of the Company approved certain amendments
to
the Company’s existing stock plans. A brief description of the amendments is
included below.
Incentive
Plan
The
maximum aggregate number of shares that may be awarded and sold under the
Incentive Plan is 3,000,000 shares plus (i) any shares that have been
reserved but not issued under the Company’s 1997 Employee Stock Option Plan as
of October 9, 2007 and any shares subject to stock options granted under such
plan that expire or otherwise terminate without having been exercised in full,
and shares that are forfeited to or repurchased by the Company, (ii) any
shares that have been reserved but not issued under the Company’s 1997
Non-Employee Stock Option Plan as of October 9, 2007 and any shares subject
to
stock options granted under such plan that expire or otherwise terminate without
having been exercised in full, (iii) any shares that have been reserved but
not issued under the Company’s 2000 Nonstatutory Stock Option Plan as of October
9, 2007 and any shares subject to stock options or similar awards granted under
such plan that expire or otherwise terminate without having been exercised
in
full, and (iv) any shares that have been reserved but not issued under the
Company’s 2001 Nonstatutory Stock Option Plan as of October 9, 2007 and any
shares subject to stock options granted under such plan that expire or otherwise
terminate without having been exercised in full. The Incentive Plan permits
the
grant of the following types of incentive awards: (i) stock
options, (ii) restricted stock, (iii) restricted stock units,
(iv) stock appreciation rights, (v) performance units and performance
shares, and (vi) other stock or cash awards (individually,
an “Award”). Those who will be eligible for Awards under the Incentive Plan
include employees, directors and consultants who provide services to the Company
and its parent or subsidiaries. The Incentive Plan provides that it shall be
administered by the Board of Directors of the Company (the “Board”) or a
committee appointed by the Board (the “Administrator”). Subject to the terms of
the Incentive Plan, the Administrator has the sole discretion to select the
employees, consultants and directors who will receive Awards, to determine
the
terms and conditions of Awards and to interpret the provisions of the Incentive
Plan and outstanding Awards.
Purchase
Plan
The
purpose of the Purchase Plan is to provide employees of the Company with an
opportunity to purchase shares of the Company’s common stock through payroll
deductions. Each of the Company’s employees whose customary employment with the
Company or one of the Company’s designated subsidiaries is at least twenty hours
per week and more than five months in a calendar year is eligible to participate
in the Purchase Plan. The Board or a committee appointed by the Board (referred
to herein as the “Purchase Plan Administrator”) administers the Purchase Plan.
Unless and until the Purchase Plan Administrator determines otherwise, shares
of
the Company’s common stock may be purchased under the Purchase Plan at a
purchase price not less than 85% of the lesser of the fair market value of
the
Company’s common stock on (i) the first trading day of the offering period
or (ii) the exercise date. The purchase price of the shares is accumulated
by payroll deductions throughout each purchase period. The number of shares
of
the Company’s common stock that a participant may purchase in each purchase
period will be determined by dividing the total amount of payroll deductions
withheld from the participant’s compensation during that purchase period by the
purchase price; provided, however, that a participant may not purchase more
than
20,000 shares each purchase period. Participation in the Purchase Plan is
voluntary and is dependent on each eligible employee’s election to participate
and his or her determination as to the level of payroll deductions. Accordingly,
future purchases under the Purchase Plan are not determinable. Non-employee
directors are not eligible to participate in the Purchase Plan.
The
principle features of the Plans are summarized in the Company’s definitive proxy
statement filed with the Securities and Exchange Commission on September 7,
2007
in connection with the 2007 Annual Meeting (the “Proxy Statement”). The
foregoing descriptions of the Plans contained in this Current Report on Form
8-K
do not purport to be complete and are qualified in their entirety by reference
to the Plans, which are filed hereto as exhibits 10.1 and 10.2.
Amendment
to Existing Stock Plans
At
the
2007 Annual Meeting, stockholders of the Company authorized certain amendments
to the Company’s 1997 Employee Stock Option Plan, 1997 Non-Employee Stock Option
Plan, 2000 Nonstatutory Stock Option Plan, 2001 Nonstatutory Stock Option Plan,
the Paradise Electronics, Inc. 1997 Stock Option Plan and the Sage, Inc. Second
Amended and Restated 1997 Stock Option Plan (collectively, the “Existing
Plans”), which amendments permit a one-time stock option exchange program (the
“Option Exchange Program”). While the terms of the proposed Option Exchange
Program are expected to be materially similar to the terms described in the
Proxy Statement, the Board may change the terms of the Option Exchange Program
in its sole discretion to take into account a change in circumstances (as
described in the Proxy Statement) and it may decide not to implement the Option
Exchange Program even though stockholder approval was obtained. Under the
proposed Option Exchange Program, employees of the Company may elect to
surrender certain stock option grants in exchange for a new grant of restricted
stock units on the date of the exchange. Officers and non-employee members
of
the Board would not be eligible to participate in the proposed Option Exchange
Program. The restricted stock units issuable pursuant to the Option Exchange
Program would be granted under the Incentive Plan.
The
principle features of the amendments to the Existing Plans and the proposed
Option Exchange Program are summarized in the Proxy Statement. The foregoing
description of the amendments to the Existing Plans and the proposed Option
Exchange Program contained in this Current Report on Form 8-K does not purport
to be complete and is qualified in its entirety by reference to the description
contained in the Proxy Statement.
Item
9.01 Financial Statements and Exhibits
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Exhibit No.
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Description
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10.1
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2007
Equity Incentive Plan (incorporated by reference to Annex A to the
Company’s Definitive Proxy Statement on Schedule 14A, filed on September
7, 2007 (File No. 000-33477))
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10.2
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2007
Employee Stock Purchase Plan (incorporated by reference to Annex
B to the
Company’s Definitive Proxy Statement on Schedule 14A, filed on September
7, 2007 (File No. 000-33477))
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10.3
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Form
of 2007 Employee Stock Purchase Plan Subscription Agreement (incorporated
by reference to Exhibit A to Annex B to the Company’s Definitive Proxy
Statement on Schedule 14A, filed on September 7, 2007 (File No.
000-33477))
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SIGNATURES
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.
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GENESIS
MICROCHIP INC.
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Date:
October 12, 2007
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By:
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/s/
Elias Antoun
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Elias
Antoun
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President
& Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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2007
Equity Incentive Plan (incorporated by reference to Annex A to the
Company’s Definitive Proxy Statement on Schedule 14A, filed on September
7, 2007 (File No. 000-33477))
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10.2
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2007
Employee Stock Purchase Plan (incorporated by reference to Annex
B to the
Company’s Definitive Proxy Statement on Schedule 14A, filed on September
7, 2007 (File No. 000-33477))
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10.3
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Form
of 2007 Employee Stock Purchase Plan Subscription Agreement (incorporated
by reference to Exhibit A to Annex B to the Company’s Definitive Proxy
Statement on Schedule 14A, filed on September 7, 2007 (File No.
000-33477))
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