================================================================================
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 14, 2008
--------------
InterDigital, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 1-11152 23-1882087
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) 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 5.02(e) Amendment to Compensatory Arrangements of Certain Officers
------------------------------------------------------------------------
On January 14, 2008, the Compensation Committee (the "Compensation
Committee") of the Board of Directors of InterDigital, Inc. (the "Company"),
after considering information on total compensation for its executive officers,
competitive conditions, accomplishment of fiscal year 2007 company goals, and
individual performance, established annual base salaries for fiscal year 2008,
approved fiscal year 2007 bonuses and determined the percentage earned with
respect to performance-based equity awards previously granted to the Company's
Chief Executive Officer, each person who served as the Company's Chief Financial
Officer, and the three other most highly compensated executive officers in the
Company's last completed fiscal year (collectively, the "named executive
officers").
The following 2008 base salaries were approved for the Company's named
executive officers.
Mr. William J. Merritt, President and Chief Executive Officer $500,000
Mr. Scott A. McQuilkin, Chief Financial Officer
(since July 9, 2007) $294,250
Mr. Richard J. Fagan, former Chief Financial Officer
(until July 9, 2007) $ ----
Mr. Lawrence F. Shay, Executive Vice President of IP, Chief
Legal Officer & Government Affairs $310,000
Mr. Mark A. Lemmo, Executive Vice President, Business
Development and Project Management $304,365
Mr. Bruce G. Bernstein, Chief Intellectual Property Officer $290,400
Following the assessment of the Company's achievement of its fiscal
year 2007 goals and individual performance during fiscal year 2007, the
Compensation Committee approved the following bonus awards under the Company's
Annual Employee Bonus Plan for the named executive officers, most of which is
expected to be paid in February 2008.
Mr. William J. Merritt, President and Chief Executive Officer $237,416
Mr. Scott A. McQuilkin, Chief Financial Officer
(since July 9, 2007) $47,140
Mr. Lawrence F. Shay, Executive Vice President of IP, Chief
Legal Officer & Government Affairs $98,302
Mr. Mark A. Lemmo, Executive Vice President, Business
Development and Project Management $103,130
Mr. Bruce G. Bernstein, Chief Intellectual Property Officer $93,666
Thirty percent of all bonuses set forth above will be paid in shares of
fully vested restricted stock subject to a two-year limitation on disposition
and accompanied by a cash gross-up for income taxes (resulting in additional
compensation to the named executive officers of up to approximately two-thirds
of the value of the restricted stock). The Compensation Committee has yet to
determine whether Mr. Fagan will be granted a bonus for the portion of fiscal
year 2007 in which he served.
On August 14, 2006, the named executive officers who were employed by
the Company at that time surrendered a number of time-based vesting restricted
stock units ("RSU's") in exchange for the grant of an equal number of
performance-based RSU's. According to their terms, such performance-based RSU's
vested on January 15, 2008 as to a percentage based on the achievement of
certain pre-established performance criteria. The Compensation Committee
reviewed the performance criteria and accomplishments for fiscal year 2007 and
determined that the performance-based RSU's had vested with respect to twenty
percent (20%) of the shares subject thereto, as set forth in the table below.
Officer Initial Award Earned Forfeited
------- ------------- ------ ---------
Mr. William J. Merritt, President and Chief Executive 10,740 2,148 8,952
Officer
---------------------------------------------------------- --------------------- ----------------------- --------------------
Mr. Scott A. McQuilkin, Chief Financial Officer (since ______ ______ ______
July 9, 2007)
---------------------------------------------------------- --------------------- ----------------------- --------------------
Mr. Richard J. Fagan, former Chief Financial Officer 5,600 980 4,620
(until July 9, 2007)
---------------------------------------------------------- --------------------- ----------------------- --------------------
Mr. Lawrence F. Shay, Executive Vice President of IP, 4,462 892 3,570
Chief Legal Officer & Government Affairs
---------------------------------------------------------- --------------------- ----------------------- --------------------
Mr. Mark A. Lemmo, Executive Vice President, Business 5,590 1,118 4,472
Development and Project Management
---------------------------------------------------------- --------------------- ----------------------- --------------------
Mr. Bruce G. Bernstein, Chief Intellectual Property 5,105 1,021 4,084
Officer
---------------------------------------------------------- --------------------- ----------------------- --------------------
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.
INTERDIGITAL, INC.
By: /s/ Steven W. Sprecher
----------------------------
Steven W. Sprecher
Deputy General Counsel
Date: January 18, 2008