TSRA » Topics » PART IV

These excerpts taken from the TSRA 10-K filed Feb 27, 2009.

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded publicly on the Nasdaq Global Select Market under the symbol “TSRA.” The price range per share is the highest and lowest bid prices, as reported by the Nasdaq Global Select Market, on any trading day during the respective quarter.

 

     High    Low

Fiscal Year Ended December 31, 2008

     

First Quarter (ended March 30, 2008)

   $ 43.54    $ 13.71

Second Quarter (ended June 29, 2008)

   $ 22.40    $ 16.36

Third Quarter (ended September 28, 2008)

   $ 23.84    $ 15.08

Fourth Quarter (ended December 31, 2008)

   $ 19.47    $ 8.83
     High    Low

Fiscal Year Ended December 31, 2007

     

First Quarter (ended April 1, 2007)

   $ 43.38    $ 37.79

Second Quarter (ended July 1, 2007)

   $ 45.88    $ 40.50

Third Quarter (ended September 30, 2007)

   $ 41.59    $ 32.79

Fourth Quarter (ended December 31, 2007)

   $ 42.92    $ 36.53

As of February 20, 2009 there were outstanding 48,625,065 shares of common stock held by 40 stockholders of record. We have not paid cash dividends on our common stock since our inception and we do not anticipate paying any in the foreseeable future.

The information under the caption, “Equity Compensation Plan Information” in our Proxy Statement for our Annual Meeting of Stockholders to be held on May 19, 2009 is incorporated herein by reference.

On August 24, 2007, the Company announced a plan authorized by the Board of Directors to purchase up to $100 million of its common stock in the open market or through private transactions. No purchases were made during the quarter ended December 31, 2008 under this plan. No expiration date has been specified for this plan. During fiscal 2007 and 2008, the Company repurchased a total of 645,000 shares of common stock at an average price of $16.26 per share for a total cost of $10.5 million under the terms of the repurchase program. As of December 31, 2008, the total amount available for repurchase was $89.5 million. The Company plans to continue to execute authorized repurchases from time to time under the plan.

 

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PART II

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded publicly on the Nasdaq Global Select Market under the symbol “TSRA.” The price range per share is the highest and
lowest bid prices, as reported by the Nasdaq Global Select Market, on any trading day during the respective quarter.

 












































































































   High  Low

Fiscal Year Ended December 31, 2008

    

First Quarter (ended March 30, 2008)

  $43.54  $13.71

Second Quarter (ended June 29, 2008)

  $22.40  $16.36

Third Quarter (ended September 28, 2008)

  $23.84  $15.08

Fourth Quarter (ended December 31, 2008)

  $19.47  $8.83
   High  Low

Fiscal Year Ended December 31, 2007

    

First Quarter (ended April 1, 2007)

  $43.38  $37.79

Second Quarter (ended July 1, 2007)

  $45.88  $40.50

Third Quarter (ended September 30, 2007)

  $41.59  $32.79

Fourth Quarter (ended December 31, 2007)

  $42.92  $36.53

As of February 20, 2009 there were outstanding 48,625,065 shares of common stock held by 40
stockholders of record. We have not paid cash dividends on our common stock since our inception and we do not anticipate paying any in the foreseeable future.

FACE="Times New Roman" SIZE="2">The information under the caption, “Equity Compensation Plan Information” in our Proxy Statement for our Annual Meeting of Stockholders to be held on May 19, 2009 is incorporated herein by reference.

On August 24, 2007, the Company announced a plan authorized by the Board of Directors to purchase up to $100 million of its common
stock in the open market or through private transactions. No purchases were made during the quarter ended December 31, 2008 under this plan. No expiration date has been specified for this plan. During fiscal 2007 and 2008, the Company
repurchased a total of 645,000 shares of common stock at an average price of $16.26 per share for a total cost of $10.5 million under the terms of the repurchase program. As of December 31, 2008, the total amount available for repurchase was
$89.5 million. The Company plans to continue to execute authorized repurchases from time to time under the plan.

 


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PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is hereby incorporated by reference from the information under the captions “Executive Officers” and “Election of Directors” contained in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2009 (“Proxy Statement”).

The information required by Section 16(a) is hereby incorporated by reference from the information under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement.

We have adopted a written code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons serving similar functions. The text of our code of ethics has been posted on our website at http://www.tessera.com.

 

Item 11. Executive Compensation

The information required by this Item 11 is incorporated by reference from the information under the captions “Election of Directors,” “Compensation Discussion and Analysis,” and “Compensation of Executive Officers” in the Proxy Statement.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 is incorporated by reference from the information under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is incorporated by reference from the information under the caption “Certain Relationships and Related Transactions” and “Election of Directors” in the Proxy Statement.

 

Item 14. Principal Accountant Fees and Services

The information required by this Item 14 is incorporated by reference from the information under the caption “Ratification of Auditors” in the Proxy Statement.

 

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PART IV

 

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report:

 

     Page
Number

(1)   Financial Statements

  

Report of Independent Registered Public Accounting Firm

   F-1

Consolidated Balance Sheets

   F-2

Consolidated Statements of Operations

   F-3

Consolidated Statements of Stockholders’ Equity and Comprehensive Income

   F-4

Consolidated Statements of Cash Flows

   F-5

Notes to Consolidated Financial Statements

   F-6

(2)   Financial Statement Schedules

  

(3)   Exhibits*

  

 

* The exhibits listed on the accompanying index to exhibits in Item 15(b) below are filed as part of, or hereby incorporated by reference into, this Report.

 

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PART III

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





Item 10.Directors, Executive Officers and Corporate Governance

FACE="Times New Roman" SIZE="2">The information required by this Item 10 is hereby incorporated by reference from the information under the captions “Executive Officers” and “Election of Directors” contained in the
Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on May 19, 2009 (“Proxy Statement”).

The
information required by Section 16(a) is hereby incorporated by reference from the information under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">We have adopted a written code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons serving similar functions. The text of our code of ethics has been posted on our website at http://www.tessera.com.

 





Item 11.Executive Compensation

The
information required by this Item 11 is incorporated by reference from the information under the captions “Election of Directors,” “Compensation Discussion and Analysis,” and “Compensation of Executive Officers” in
the Proxy Statement.

 





Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information required by this Item 12 is incorporated by reference from the information under the captions “Equity Compensation Plan
Information” and “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

 





Item 13.Certain Relationships and Related Transactions, and Director Independence
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The information required by this Item 13 is incorporated by reference from the information under the caption “Certain Relationships and Related
Transactions” and “Election of Directors” in the Proxy Statement.

 





Item 14.Principal Accountant Fees and Services

SIZE="2">The information required by this Item 14 is incorporated by reference from the information under the caption “Ratification of Auditors” in the Proxy Statement.

SIZE="1"> 


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PART IV

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 





Item 15.Exhibits and Financial Statement Schedules

FACE="Times New Roman" SIZE="2">(a) Documents filed as part of this report:

 








































































   Page
Number

(1)   Financial Statements

  

Report of Independent Registered Public Accounting Firm

  F-1

Consolidated Balance Sheets

  F-2

Consolidated Statements of Operations

  F-3

Consolidated Statements of Stockholders’ Equity and Comprehensive Income

  F-4

Consolidated Statements of Cash Flows

  F-5

Notes to Consolidated Financial Statements

  F-6

(2)   Financial Statement Schedules

  

(3)   Exhibits*

  

 





*The exhibits listed on the accompanying index to exhibits in Item 15(b) below are filed as part of, or hereby incorporated by reference into, this Report.

 


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These excerpts taken from the TSRA 10-K filed Feb 29, 2008.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report:

 

     Page
Number

(1)   Financial Statements

  

Report of Independent Registered Public Accounting Firm

   F-1

Consolidated Balance Sheets

   F-3

Consolidated Statements of Operations

   F-4

Statements of Stockholders’ Equity and Comprehensive Income

   F-5

Consolidated Statements of Cash Flows

   F-6

Notes to Consolidated Financial Statements

   F-7

(2)   Financial Statement Schedules

  

(3)   Exhibits*

  

 

* The exhibits listed on the accompanying index to exhibits in Item 15(b) below are filed as part of, or hereby incorporated by reference into, this Report.

 

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PART IV

 






Item 15.
Exhibits and Financial Statement Schedules

FACE="Times New Roman" SIZE="2">(a) Documents filed as part of this report:

 








































































   Page
Number

(1)   Financial Statements

  


Report of Independent Registered Public Accounting Firm

  F-1


Consolidated Balance Sheets

  F-3


Consolidated Statements of Operations

  F-4


Statements of Stockholders’ Equity and Comprehensive Income

  F-5


Consolidated Statements of Cash Flows

  F-6


Notes to Consolidated Financial Statements

  F-7


(2)   Financial Statement Schedules

  


(3)   Exhibits*

  

 





*The exhibits listed on the accompanying index to exhibits in Item 15(b) below are filed as part of, or hereby incorporated by reference into, this Report.

 


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This excerpt taken from the TSRA 10-K filed Mar 1, 2007.

PART III

 

Item 10. Directors and Executive Officers of the Registrant

The information required by this Item 10 is hereby incorporated by reference from the information under the captions “Executive Officers and Other Senior Management” and “Election of Directors” contained in the company’s definitive proxy statement to be filed with the Securities and Exchange Commission no later than 120 days from the end of the Company’s last fiscal year in connection with the solicitation of proxies for its Annual Meeting of Stockholders to be held on May 17, 2007, (the “Proxy Statement”).

The information required by Section 16(a) is hereby incorporated by reference from the information under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement.

We have adopted a written code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons serving similar functions. The text of our code of ethics has been posted on our website at http://www.tessera.com.

 

Item 11. Executive Compensation

The information required by this Item 11 is incorporated by reference from the information under the captions “Election of Directors” and “Compensation of Executive Officers” in the Proxy Statement.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 is incorporated by reference from the information under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

 

Item 13. Certain Relationships and Related Transactions

The information required by this Item 13 is incorporated by reference from the information under the caption “Certain Relationships and Related Transactions” in the Proxy Statement.

 

Item 14. Principal Accountant Fees and Services

The information required by this Item 14 is incorporated by reference from the information under the caption “Ratification of Auditors” in the Proxy Statement.

 

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This excerpt taken from the TSRA 10-K filed Mar 16, 2006.

PART III

 

Item 10. Directors and Executive Officers of the Registrant

The information required by this Item 10 is hereby incorporated by reference from the information under the captions “Executive Officers and Other Senior Management” and “Election of Directors” contained in the company’s definitive proxy statement to be filed with the Securities and Exchange Commission no later than 120 days from the end of the Company’s last fiscal year in connection with the solicitation of proxies for its Annual Meeting of Stockholders to be held on May 18, 2006, (the “Proxy Statement”).

The information required by Section 16(a) is hereby incorporated by reference from the information under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement.

We have adopted a written code of business conduct and ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons serving similar functions. The text of our code of ethics has been posted on our website at http://www.tessera.com.

 

Item 11. Executive Compensation

The information required by this Item 11 is incorporated by reference from the information under the captions “Election of Directors” and “Compensation of Executive Officers” in the Proxy Statement.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 is incorporated by reference from the information under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

 

Item 13. Certain Relationships and Related Transactions

The information required by this Item 13 is incorporated by reference from the information under the caption “Certain Relationships and Related Transactions” in the Proxy Statement.

 

Item 14. Principal Accountant Fees and Services

The information required by this Item 14 is incorporated by reference from the information under the caption “Ratification of Auditors” in the Proxy Statement.

 

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