Item 1.01. Entry into a Material Definitive Agreement
Completion of Separation of Xperi Inc. from Adeia Inc.
On October 1, 2022 (the "Distribution Date"), the previously-announced spin-off
(the "Spin-Off") of the product business of Adeia Inc. (formerly known as Xperi
Holding Corporation) ("Adeia") into Xperi Inc. (the "Company" or "Xperi Inc."),
a wholly owned subsidiary of Adeia, was completed. The Spin-Off was achieved
through Adeia's distribution (the "Distribution") of 100% of the shares of Xperi
Inc.'s common stock to holders of Adeia's common stock as of the close of
business on the record date of September 21, 2022 (the "Record Date"). Each
Adeia stockholder of record received four shares of Xperi Inc. common stock for
every ten shares of Adeia common stock that it held on the Record Date.
Following the Distribution, Xperi Inc. became an independent, publicly-traded
company with its common stock listed under the symbol "XPER" on the New York
Stock Exchange, and Adeia retains no ownership interest in Xperi Inc.
In connection with the Spin-Off, Xperi Inc. entered into several agreements with
Adeia on the Distribution Date that, among other things, effect the Spin-Off and
provide a framework for Xperi Inc.'s relationship with Adeia after the Spin-Off,
including the following agreements:
• Separation and Distribution Agreement;
• Tax Matters Agreement;
• Employee Matters Agreement;
• Cross Business License Agreement;
• Transition Services Agreement; and
• Data Sharing Agreement.
Separation and Distribution Agreement
The separation and distribution agreement ("Separation and Distribution
Agreement") governs the overall terms of the Spin-Off. Generally, the Separation
and Distribution Agreement includes Adeia's and Xperi Inc.'s agreement relating
to the principal actions taken to complete the Spin-Off, including the assets
and rights transferred, liabilities assumed and related matters. It also sets
forth other agreements that govern certain aspects of Adeia's relationship with
Xperi Inc. following the Spin-Off. The description of the Separation and
Distribution Agreement set forth under this Item 1.01 is qualified in its
entirety by reference to the complete terms and conditions of the Separation and
Distribution Agreement attached hereto as Exhibit 2.1, which is incorporated by
reference herein.
Transfer of Assets and Assumption of Liabilities. The Separation and
Distribution Agreement identifies assets and liabilities to be allocated to each
of Adeia and Xperi Inc. as part of the separation. The allocation of
employee-related liabilities (including pension liabilities) and related assets
is set forth in the employee matters agreement (see the section below entitled
"Employee Matters Agreement" for a summary of such allocation) and the
allocation of tax liabilities and assets is set forth in the tax matters
agreement (see the section below entitled "Tax Matters Agreement" for a summary
of such allocation). In particular, the Separation and Distribution Agreement
provides that, subject to the terms and conditions contained in the Separation
and Distribution Agreement:
Assets
• Generally, assets primarily related to the product business are assigned
to or retained by Xperi Inc.;
• Xperi Inc. is allocated the equity interests of subsidiaries that are
intended to be Xperi Inc.'s subsidiaries after the distribution;
• Xperi Inc. accepts or retains certain real property set forth on a
schedule and Adeia accepts or retains certain real property set forth on
a schedule;
. . .
Item 2.01. Completion of Acquisition or Disposition of Assets.
On the Distribution Date, Adeia completed the Spin-Off effective as of 12:01
a.m. Eastern Time and the common stock of Xperi Inc. was distributed, on a pro
rata basis, to Adeia's stockholders of record as of the close of business on the
Record Date. On the Distribution Date, each of the stockholders of Adeia
received four shares of Xperi Inc.'s common stock for every ten shares of
Adeia's common stock held by such stockholder on the Record Date. Fractional
shares of Xperi Inc. common stock were not delivered in the Distribution. Any
fractional share of Xperi Inc. common stock otherwise issuable to an Adeia
stockholder was sold in the open market on such stockholder's behalf, and such
stockholder will receive a cash payment for the fractional share based on the
stockholder's pro rata portion of the net cash proceeds from sales of all
fractional shares.
The Spin-Off was completed pursuant to the Separation and Distribution
Agreement. The description of the Separation and Distribution Agreement is
included under Item 1.01 of this Current Report on Form 8-K and the Separation
and Distribution Agreement attached as Exhibit 2.1 to this Current Report on
Form 8-K is incorporated by reference in this Item 2.01.
Item 5.01. Changes in Control of Registrant.
Xperi Inc. was a wholly-owned subsidiary of Adeia immediately prior to the
Distribution. On October 1, 2022, Adeia completed the Distribution of 100% of
the outstanding capital stock of Xperi Inc. to holders of Adeia common stock on
the Record Date. Adeia holders of record on the Record Date received four shares
of Xperi Inc. common stock for every ten shares of Adeia common stock. Following
completion of the Distribution, Xperi Inc. became an independent,
publicly-traded company, and Adeia retains no ownership interest in Xperi Inc.
The description of the Spin-Off included under Item 1.01 of this Current Report
on Form 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Board of Directors
Effective as of the completion of the Spin-Off, Geir Skaaden and Robert Andersen
resigned from the Board of Directors (the "Board") of Xperi Inc.
Effective as of the completion of the Spin-Off, Darcy Antonellis, David Habiger,
Jon Kirchner and Christopher A. Seams were appointed as directors of Xperi Inc.
David Habiger was appointed chair of the Board effective as of the completion of
the Spin-Off. Laura Durr, who was appointed to the Board effective September 20,
2022, continues to serve as a director of Xperi Inc. following the Distribution.
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The Information Statement of Xperi Inc. included as an exhibit to the
Registration Statement on Form 10 filed with the Securities and Exchange
Commission on September 14, 2022 (the "Information Statement") under the
sections entitled "Board of Directors and Management" and "Director
Compensation" contain the biographical information about and compensation
information for the newly appointed directors. Such information is incorporated
by reference in this Item 5.02. There are no arrangements or understandings
between any of the directors named above and any other person pursuant to which
such director was appointed to the Board. Except as disclosed under the section
entitled "Certain Relationships and Related Party Transactions" of the
Information Statement, there are no other relationships between the directors
named above and Xperi Inc. that would require disclosure pursuant to Item 404(a)
of Regulation S-K.
In connection with their joining the Board, in addition to Ms. Durr who had
previously been appointed as a member of the Audit Committee, certain other
directors of Xperi Inc. were appointed to the Audit, Compensation and Nominating
and Governance Committees of the Board (the "Committees") effective as of the
completion of the Spin-Off. The current composition of the Committees is as
follows:
Name Committee Appointment
Darcy Antonellis Compensation Committee, Nominating and Governance Committee
(Chair)
Laura Durr Audit Committee (Chair), Nominating and Governance Committee
David Habiger Audit Committee, Compensation Committee
Jon Kirchner N/A
Christopher A. Seams Audit Committee, Compensation Committee (Chair), Nominating and
Governance Committee
Executive Officers
Effective as of the completion of the Spin-Off, Geir Skaaden resigned from his
position as the Company's President and Robert Andersen resigned from his
positions as the Company's Treasurer and Secretary. Neither of the resigning
executive officers entered into any agreements with the Company in connection
with their resignations. In addition, effective as of the completion of the
Spin-Off, Jon Kirchner was appointed to serve as the Chief Executive Officer and
President of Xperi Inc. Robert Andersen continues to serve as Chief Financial
Officer of Xperi Inc., effective as of August 25, 2022.
The Information Statement under the sections entitled "Board of Directors and
Management" and "Executive Compensation" contain the biographical information
about and compensation information for the newly appointed officers,
respectively. Such information is incorporated by reference in this Item 5.02.
Except as disclosed under the section entitled "Certain Relationships and
Related Party Transactions" of the Information Statement, there are no other
relationships between the executive officers named above and Xperi Inc. that
would require disclosure pursuant to Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
In connection with the completion of the Spin-Off, on October 1, 2022, Xperi
Inc.'s Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws became effective. A summary of the Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws is included in the
Information Statement under the heading "Description of Capital Stock," which is
incorporated by reference in this Item 5.03.
The foregoing descriptions of the Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws are summaries of their material
terms and are not complete and are subject to, and qualified in their entirety
by, the complete text of the Amended and Restated Certificate of Incorporation
and Amended and Restated Bylaws, which are filed with this Current Report on
Form 8-K as Exhibits 3.1 and 3.2, each of which is incorporated by reference in
this Item 5.03.
Item 5.05. Amendment to the Registrant's Code of Ethics, or Waiver of a Provision
of the Code of Ethics.
On October 1, 2022, in connection with the Spin-Off, the Board adopted a Code of
Business Conduct and Ethics Policy for all officers and employees of Xperi Inc.
and of its subsidiaries and affiliates, a copy of which is available on the
Company's website at www.xperi.com. The information on the Company's website
does not constitute part of this Current Report on Form 8-K and is not
incorporated by reference herein.
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Item 8.01. Other Events.
On October 3, 2022, Xperi Inc. issued a press release announcing the completion
of the Spin-Off. The full text of the press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference in this Item
8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1* Separation and Distribution Agreement by and between Adeia Inc. and
Xperi Inc., dated October 1, 2022.
3.1 Amended and Restated Certificate of Incorporation of Xperi Inc.
3.2 Amended and Restated Bylaws of Xperi Inc., adopted as of October 1,
2022.
10.1 Tax Matters Agreement by and between Adeia Inc. and Xperi Inc.,
dated October 1, 2022.
10.2* Employee Matters Agreement by and between Adeia Inc. and Xperi Inc.,
dated October 1, 2022.
10.3* Cross Business License Agreement by and between Adeia Inc. and Xperi
Inc., dated October 1, 2022.
10.4* Transition Services Agreement by and between Adeia Inc. and Xperi
Inc., dated October 1, 2022.
10.5* Data Sharing Agreement by and between Adeia Inc. and Xperi Inc,
dated October 1, 2022.
99.1 Press release issued by Xperi Inc., dated October 3, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules and certain portions of this exhibit have been omitted pursuant to
Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K.
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