- Current report filing (8-K)
May 27 2010 - 6:04AM
Edgar (US Regulatory)
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):
May
26, 2010
VIRAGE
LOGIC CORPORATION
(Exact
name of registrant as specified in its charter)
000-31089
(Commission
File Number)
Delaware
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77-0416232
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(State or other jurisdiction of
incorporation)
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(I.R.S. Employer Identification No.)
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47100
Bayside Parkway
Fremont,
California 94538
(Address
of principal executive offices, with zip code)
(510) 360-8000
(Registrant's
telephone number, including area code)
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):
⃞
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 Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(d) On May 26, 2010, the Board of Directors (the “Board”) of
Virage Logic Corporation (the “Company”) appointed Manoj Gujral to serve
as a director effective immediately. Mr. Gujral will be a Class II
director and his term of office will expire at the Annual Meeting of
Stockholders in 2011. Mr. Gujral is Vice President and General Manager,
Broadband and Consumer Division of Cavium Networks. From 2005-2010, Mr.
Gujral served as General Manager of NVIDIA’s Desktop Business that
provides GPU and chipset products across all original equipment
manufacturer (OEM) customers. From 2003-2005, Mr. Gujral served as
Managing Director of the Specialty Memory business unit at Cypress
Semiconductor. In the fifteen years prior to joining Cypress, Gujral
held positions of increasing management responsibility with such
companies as Raza Foundries, ShareWave and Unisys.
There is no arrangement or understanding between Mr. Gujral
and any other persons pursuant to which he was selected as a
director. At the time of this filing, Mr. Gujral has not been named to
serve on any committee of the Board, and the Board has not yet
determined the committees, if any, on which Mr. Gujral is expected to
serve.
On May 26, 2010, the Company and Mr. Gujral entered into an
indemnification agreement which is, in form, substantially the same as
similar agreements between the Company and certain other officers of the
Company. The foregoing description of the indemnification agreement
does not purport to be complete and is qualified in its entirety by
reference to the form of Indemnification Agreement which was previously
filed as Exhibit 10.5 to the Company’s Form S-1 Registration Statement
filed with the SEC on May 2, 2000.
Cash compensation for Mr. Gujral’s service as a director will
be $7,500 per quarter. Upon his appointment to the Board on May 26,
2010, Mr. Gujral was granted immediately vested restricted stock units
(RSUs) in the amount equal to $60,000 divided by the closing price of
the Company’s common stock on the date of the grant. Mr. Gujral, as a
non-employee director, is also expected to receive an annual equity
grant at the close of each annual meeting of stockholders, but the terms
of any such award have not been determined as of the date of this
filing.
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.
Date:
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May 26, 2010
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VIRAGE LOGIC CORPORATION
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By:
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/s/ Brian Sereda
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Name:
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Brian Sereda
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Title:
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Vice President of Finance and
Chief Financial Officer
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