UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 26, 2005
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InterDigital Communications Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania 1-11152 23-1882087
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
781 Third Avenue, King of Prussia, Pennsylvania 19406-1409
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 610-878-7800
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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| 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) On May 26, 2005, InterDigital Communications Corporation (the "Company")
entered into a Severance Agreement and General Release with each of Charles R.
Tilden and Howard E. Goldberg, respectively (collectively, the "Severance
Agreements"). Prior to the termination of their employment on May 2, 2005, Mr.
Tilden had been the Company's Chief Operating Officer and Mr. Goldberg had been
the Company's Chief Executive Officer and President, and each of them was
employed pursuant to written employment agreements that had previously been
filed with the Securities and Exchange Commission (the "Employment Agreements").
The Severance Agreements provide benefits to Messrs. Tilden and Goldberg in a
manner consistent with a termination without cause under their respective
Employment Agreements.
Pursuant to the terms of the Severance Agreements, Mr. Tilden and Mr.
Goldberg will receive:
o Continuation of base salary and COBRA group health insurance premiums,
in an amount equal to 13 months for Mr. Tilden and 18 months for Mr.
Goldberg, less applicable withholding taxes.
o A pro-rata portion of their respective LTIP cash bonus and restricted
stock unit awards under the two Long-Term Compensation Program cycles
in effect upon the termination of their employment.
o Elimination of any further restriction on transferability on
previously awarded shares of restricted stock.
o Outplacement services for a period of six (6) months, to be extended
for up to two immediately subsequent additional three (3) month
periods.
o Payment of $123,953.50 to Mr. Goldberg, which is equal to 50% of Mr.
Goldberg's current target bonus, payable in 18 equal monthly
installments, less applicable withholding taxes.
o The continued payment of Mr. Goldberg's automobile lease in the amount
of $741.23 per month for 30 months.
o Ownership of cell phone and computer equipment previously provided to
Mr. Goldberg by the Company.
Certain of the rights, duties, and obligations of Messrs. Tilden and
Goldberg under their respective Employment Agreements are incorporated into the
Severance Agreements and survive the termination of their Employment Agreements,
including a covenant not to compete. In addition, the Severance Agreements
provide for a general release by Messrs. Tilden and Goldberg.
The foregoing description of the Severance Agreements is a summary of the
material terms.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective June 1, 2005, the Board of Directors of the Company amended and
restated the Company's By-Laws to remove Section 4.4 which provided for the
office, powers and duties of a Chief Operating Officer. Sections 4.5 though 4.12
of the By-Laws have been renumbered accordingly.
Item 7.01 Regulation FD Disclosure.
The Company expects to recognize a charge of approximately $1.3 million in
second quarter 2005 associated with the termination of employment of Messrs.
Goldberg and Tilden on May 2, 2005. The charge would be comprised primarily of
payments and other benefits associated with such terminations under the
provisions of Messrs. Goldberg's and Tilden's respective Severance Agreements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
INTERDIGITAL COMMUNICATIONS CORPORATION
By: /s/ R.J. Fagan
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Richard J. Fagan
Chief Financial Officer
Dated: June 3, 2005