InterDigital Inc (IDCC)

[nieves]

8-K: INTERDIGITAL COMMUNICATIONS CORP
(EDGAR Online via COMTEX) --
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 2, 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 of (Commission File Number) (IRS Employer 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: [phone]


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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:


/_/ 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 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On May 3, 2005, InterDigital Communications Corporation (the "Company") announced the following:


o Effective May 2, 2005, the Company's Board of Directors named William J. Merritt as Chief Executive Officer and President and appointed Mr. Merritt as a Director.
o Howard E. Goldberg's employment as Chief Executive Officer and President of the Company and his membership on the Company's Board of Directors had terminated effective as of May 2, 2005.
o Charles R. Tilden's employment as Chief Operating Officer of the Company had terminated effective as of May 2, 2005.
Mr. Merritt, age 46, has served as the Company's General Patent Counsel and as President of InterDigital Technology Corporation, a subsidiary of the Company ("ITC"). Mr. Merritt was named General Patent Counsel of the Company and President of ITC in July 2001. Mr. Merritt also held the position of Executive Vice President of the Company from September 1999 to January 2004. Prior to that time, Mr. Merritt held the positions of Senior Vice President, General Counsel and Secretary since October 1998 and Vice President-Legal and Assistant Secretary since January 1996.
The Company issued a press release on May 3, 2005 announcing the foregoing management changes and the appointment of Mr. Merritt to the Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.
The Company and Mr. Merritt entered into an employment agreement dated September 3, 1998 and amended April 6, 2000. Mr. Merritt's current employment agreement with the Company provides for severance pay benefits, among other things, in certain events of termination of employment. The employment agreement provides that, in the event Mr. Merritt's employment is terminated by the Company without "cause" or in the case of voluntary termination by Mr. Merritt with "good reason" (as each term is defined in the Employment Agreements), the Company generally must pay severance up to one year's salary and continuation of medical and dental benefits and that the Company may enforce up to a one-year covenant-not-to-compete. In addition, the employment agreement provides that, in the case of voluntary termination by Mr. Merritt without "good reason," the Company generally may elect to pay severance of up to one year's salary and continuation of medical and dental benefits during which time Mr. Merritt is subject to non-compete provisions. The employment agreement also provides for a one-year covenant-not-to-compete without payment of severance following termination by the Company for "cause." In the event of a voluntary or involuntary termination of Mr. Merritt's employment within one year after a "change of control" (as defined in the agreement), the employment agreement and applicable equity plans provide that Mr. Merritt would generally receive two years' salary and the immediate vesting of all stock options and restricted stock and restricted stock units. The employment agreement also provides that if any amount payable to Mr. Merritt is subject to a federal excise tax imposed on "excess parachute payments," he shall be entitled to a cash payment sufficient to indemnify him for such tax. Mr. Merritt's current annual base salary is $294,300. The Company anticipates that Mr. Merritt's employment agreement will be amended to address his appointment as Chief Executive Officer and President.
Item 7.01. Regulation FD Disclosure.
In its Form 10-K for the fiscal year ended December 31, 2004, the Company reported that the Tribunal in the Nokia Arbitration had notified the parties that the Tribunal expected to submit an internal draft Award to the International Court of Arbitration of the International Chamber of Commerce (ICC) on or before March 31, 2005 (as an approximate date), and that the ICC had set May 31, 2005 as the last date for rendering a Final Award. As of this filing, the Company has not received any notification nor any other information relating to the actual timing or content of any draft of the Final Award or the Final Award itself.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits


Exhibit No. Description---------- -----------99.1 Press Release dated May 3, 2005 regarding the appointment of Mr. Merritt as Chief Executive Officer and President and as a Director and termination of employment and membership on the Board of Directors of Mr. Goldberg and termination of employment of Mr. Tilden
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 ------------------------- Richard J. Fagan Chief Financial Officer
Dated: May 4, 2005


EXHIBIT INDEX
Exhibit No. Description---------- -----------99.1 Press Release dated May 3, 2005 regarding the appointment of Mr. Merritt as Chief Executive Officer and President and as a Director and termination of employment and membership on the Board of Directors of Mr. Goldberg and termination of employment of Mr. Tilden
Exhibit 99.1
InterDigital Names William J. Merritt as President and Chief Executive Officer and Member of the Board of Directors
KING OF PRUSSIA, Pa.--(BUSINESS WIRE)--May 3, 2005--InterDigital Communications Corporation (Nasdaq:IDCC), a leading architect, designer and provider of wireless technology and product platforms, today announced the appointment of William J. Merritt as the company's President and Chief Executive Officer, effective immediately. Additionally, Mr. Merritt has been appointed to InterDigital's Board of Directors. Mr. Merritt, a member of InterDigital's executive team, succeeds Howard E. Goldberg. Most recently, Mr. Merritt has served as President of InterDigital Technology Corporation and General Patent Counsel. Mr. Merritt holds degrees in both engineering and law, and has been a member of InterDigital's executive team since 1998. Speaking on behalf of the entire Board of Directors, Chairman Harry G. Campagna commented, "Bill has demonstrated great creativity and business savvy in advancing InterDigital's licensing program and technology solutions. I am confident in his ability to continue to build value for our shareholders. Bill is a seasoned executive who knows our industry, business model and the InterDigital organization extremely well; we look forward to a smooth transition." Mr. Campagna also complimented Mr. Goldberg on his contributions to the company. "The Board greatly appreciates Howard Goldberg's service to InterDigital over the last 12 years. During his tenure, InterDigital grew its revenue base and strengthened its financial condition," added Mr. Campagna. In commenting upon his departure, Mr. Goldberg stated, "It has been a unique and wonderful experience working at InterDigital. I have seen the Company grow and leave with a feeling of satisfaction and accomplishment based upon the achievements and potential of InterDigital. As I take some time to enjoy my family, with the ultimate objective of pursuing other interests, I wish my former valued colleagues the best of luck in the future." InterDigital also announced that Charles "Rip" Tilden has left the company to pursue other opportunities. Currently, the company does not anticipate filling the position of Chief Operating Officer, formerly held by Mr. Tilden. "For over eight years, I have been fortunate to be a part of a tremendous organization that reshaped its business and built a solid foundation to continue to deliver substantial value for the future. It has been gratifying to contribute to the company's growth and success. Now, I look forward to an exciting new chapter in my career," said Mr. Tilden. "The Board commends Rip Tilden on his professionalism and his diligent service to the company," Mr. Campagna continued. "We wish both Howard and Rip all the best for the future." Mr. Merritt said, "I am very happy to have this opportunity with the company. InterDigital possesses an exceptionally talented engineering workforce, a very comprehensive patent portfolio, and a solid financial foundation, which are key ingredients for us to deliver strong financial results. I am confident that we can harness these resources to enhance shareholder value." Mr. Merritt joined InterDigital as Vice President, Law in 1996. He was promoted to Senior Vice President and General Counsel in 1998 and, in 1999, to Executive Vice President. As InterDigital's chief legal officer, he played a leading role in negotiating strategic agreements with leading companies in the telecommunications industry and in building InterDigital's patent licensing subsidiary into a major revenue producer. In 2001, he was elected President of its intellectual property subsidiary, InterDigital Technology Corporation and General Patent Counsel.
About InterDigital
InterDigital architects, designs and provides advanced wireless technologies and products that drive voice and data communications. The Company offer technology and product solutions for mainstream wireless applications that deliver time-to-market, performance, and cost benefits, as well as product differentiation advantages, to its commercial and government/military customers. InterDigital has a strong portfolio of patented technologies covering 2G, 2.5G, 3G and 802 standards, which it licenses worldwide. For more information, please visit InterDigital's web site: www.interdigital.com. InterDigital is a registered trademark of InterDigital Communications Corporation.


CONTACT: InterDigital Communications Corporation Media Contact: Dawn Goldstein, 610-878-7800 e-mail: [e-mail] or Investor Contact: Janet Point, 610-878-7800 e-mail: [e-mail]


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Received by Edgar Online May 02, 2005
CIK Code: 0000354913Accession Number: 0001157523-05-004277
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