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Attachment 1
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): December 18, 2008
MICREL,
INCORPORATED
(Exact
name of Registrant as specified in its charter)
|
California
|
94-2526744
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
|
incorporation
or organization)
|
2180
Fortune Drive, San Jose, CA 95131
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (408)
944-0800
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))
INFORMATION TO BE INCLUDED IN REPORT
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(c)
On
December 18, 2008, Micrel, Inc. (the “Company”) announced the appointment of
Clyde R. Wallin, age 55, to the position of Vice President, Finance and Chief
Financial Officer, effective January 12, 2009.
From
April, 2008 until the present, Mr. Wallin served as Chief Financial Officer of
Neterion, Inc., a networking equipment company. Mr. Wallin served as
Chief Financial Officer of Tallwood Venture Capital, a venture capital firm,
from September, 2007 to January, 2008. Mr. Wallin was employed by Sipex
Corporation, an analog semiconductor company, from April, 2004 to August, 2007,
where he served as Senior Vice President of Finance, Chief Financial Officer and
Secretary. From October, 2002 to April, 2004, Mr. Wallin was the
Vice President of Finance and Chief Financial Officer at iWatt, Inc., a
semiconductor company. Mr. Wallin holds an MBA in Finance from the
University of Chicago and a BS in Economics with Honors from the University of
Oregon.
In
connection with Mr. Wallin’s appointment to the position of Vice President,
Finance and Chief Financial Officer, the Company and Mr. Wallin entered into an
offer letter on December 13, 2008 (the “Offer Letter”). Pursuant to
the terms of the Offer Letter, Mr. Wallin will be entitled to receive an annual
salary of $245,000 and will be eligible to receive an annual bonus pursuant to
the Company’s cash incentive bonus program. The current annual bonus
target for Mr. Wallin’s position is $100,000. The actual bonus
payment will be based on the Company’s financial performance as measured by
earnings per share and individual performance metrics, which will be evaluated
on an annual basis. Mr. Wallin will also receive a signing bonus
$35,000. If Mr. Wallin leaves the Company voluntarily within two
years of his hire date, he will be required to repay the full amount of the
bonus. The Company also agreed to grant Mr. Wallin, subject to approval by the
Compensation Committee of the Board of Directors, an option to purchase up to
200,000 shares of the Company’s common stock (the “Option”). The
Option will vest as to 40,000 shares on the first anniversary of Mr. Wallin’s
hire date and in equal annual installments thereafter over four years, so long
as Mr. Wallin continues to provide services to the Company. Mr.
Wallin will also enter into a change of control agreement with the Company, in
which Mr. Wallin shall be entitled to a lump sum amount equal to one year base
salary (subject to a general release of claims), less applicable withholdings,
in the event that the Company has a change of control following the termination
of employment of Mr. Raymond D. Zinn with the Company and within 12 months
following such change of control, Mr. Wallin’s employment with the Company is
terminated without cause. Mr. Wallin will also enter into the
Company’s standard form of indemnification agreement between the Company and its
directors and executive officers.
The
description of the Offer Letter is qualified in its entirety by the full text of
the Offer Letter attached hereto as Exhibit 10.1 and incorporated herein by
reference.
(e)
The
disclosure in Item 5.02(c) above relating to the Offer Letter is incorporated
herein by reference.
Item 7.01 Regulation FD
Disclosure.
On
December 18, 2008, the Company issued a press release announcing the appointment
of Clyde R. Wallin, as set forth in Item 5.02 of this Form
8-K. A copy of the press release is furnished with this Form 8-K and
attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities under that
Section and shall not be deemed to be incorporated by reference into any filing
of the Company under the Securities Act of 1933, as amended, or the Exchange
Act.
Item
9.01. Financial Statements and Exhibits.
(d) The
following items are filed as exhibits to this report:
99.1
Press release, dated December 18, 2008 issued by Micrel
Incorporated.
10.1
Offer Letter, by and between Micrel Incorporated and Clyde R. Wallin, dated
December 13, 2008.
SIGNATURE
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.
MICREL,
INCORPORATED
(the
Registrant)
By: /s/ J. Vincent Tortolano
J.
Vincent Tortolano
Vice
President, General Counsel and Secretary
Dated:
December 18, 2008