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): March 20, 2006
Monolithic System Technology, Inc.
(Exact name of registrant as specified in its charter)
000-32929
(Commission File Number)
Delaware 77-0291941
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
755 N. Mathilda Avenue
Sunnyvale, California 94085
(Address of principal executive offices, with zip code)
(408) 731-1800
(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 1.01. Entry into a Material Definitive Agreement.
The Registrant, Monolithic System Technology, Inc. ("MoSys" or the
"Company") and James R. Pekarsky entered into an employment offer letter
agreement, which was effective as of March 20, 2006. Pursuant to this agreement,
Mr. Pekarsky: (i) agreed to serve as Chief Financial Officer of the Company,
(ii) will receive an annualized base salary of $200,000, (iii) has been granted
an option (the "Option") to purchase 300,000 shares of the Company's common
stock as a new employee hiring inducement grant and not under the Company's
Amended and Restated 2000 Stock Option and Equity Incentive Plan. The Option has
a four-year vesting schedule, such that 25% of the total number of shares
subject to the Option will vest on the first anniversary of Mr. Pekarsky's
employment with the Company and 1/48 of the shares subject to the Option will
vest at the end of each successive calendar month thereafter, subject in all
events to Mr. Pekarsky's continued service with the Company.
The Company and Mr. Pekarsky also entered into a Change-in-Control
Agreement, a Mutual Agreement to Arbitrate, an Indemnity Agreement and the
Company's standard form Employment Confidential Information and Invention
Assignment Agreement, all effective on March 20, 2006. The Change-in-Control
Agreement provides, amongst other things, that in the event of termination of
Mr. Pekarsky's employment by Mr. Pekarsky for Good Reason (as defined below)
within two years following a Change-in-Control (as defined below), Mr. Pekarsky
will be entitled to, amongst other things, the immediate and unconditional
vesting of 50 percent of the then unvested stock options and stock awards
previously granted to Mr. Pekarsky and, for the one-year period following
termination, the right to exercise any stock options or other awards held by
him. The Change-in-Control Agreement defines "Good Reason" as assignment to Mr.
Pekarsky of duties incompatible with his position, failure to maintain Mr.
Pekarsky in this position and its reporting relationship or a substantial
diminution in the nature of Mr. Pekarsky's authority or responsibilities;
reduction in Mr. Pekarsky's then current base salary or in the bonus or
incentive compensation opportunities or benefits coverage available during the
term of the Change-in-Control Agreement, except pursuant to an across-the-board
reduction similarly affecting all senior executives of MoSys; termination of Mr.
Pekarsky's employment, for any reason other than death, disability, voluntary
termination or misconduct; relocation of Mr. Pekarsky's principal place of
business to a location more than 30 miles from the location of such office on
the date of the Change-in-Control Agreement; MoSys's failure to pay Mr. Pekarsky
any material amounts otherwise vested and due to him under the Change-in-Control
Agreement or under any plan, program or policy of MoSys; or failure of a
successor to MoSys following a Change-in-Control to expressly assume or affirm
MoSys's obligations under the Change-in-Control Agreement. Under the
Change-in-Control Agreement, a "Change-in-Control" is defined as an acquisition
of 45% or more of the Company's outstanding voting securities by one individual
or entity or a group of stockholders or an acquisition of the Company which
results in the incumbent directors of Mosys immediately prior to the acquisition
not comprising at least a majority of the board of directors of the resulting
corporation, a new stockholder or group who did not previously own 45% or more
of the outstanding voting securities of the resulting corporation or other
entity becoming an owner of at least 45% of the outstanding voting securities of
such resulting corporation or other entity, or the Company's old stockholders
retaining less than 50% of the Company's outstanding voting securities.
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On March 24, 2006, MoSys announced the appointment of James R. Pekarsky as
Chief Financial Officer, effective on March 20, 2006. A copy of the related
press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The description of the material terms of Mr. Pekarsky's employment with the
Company as described under Item 1.01 above is incorporated by reference in
response to this Item 5.02.
Prior to becoming the Company's Chief Financial Officer, Mr. Pekarsky
served as Chief Financial Officer of AccelChip, which was acquired by Xilinx in
January 2006, from November 2003 until January 2006. Prior to joining AccelChip,
Mr. Pekarsky served as CFO of Virage Logic from May 1999 to November 2003. Prior
positions include Director and General Manager at Mentor Graphics from January
1997 to May 1999, including its Emulation Division in Paris, France and Embedded
Software Division in San Jose, California. Before joining Mentor Graphics, Mr.
Pekarsky held senior management positions in finance and operations at Advanced
Molecular Systems, Sclavo Diagnostics, a clinical diagnostic company in Milan,
Italy, and Bio-Rad Laboratories. Mr. Pekarsky is 46 years-old and received a
bachelor of science in Accounting from Indiana University of Pennsylvania and an
MBA in Finance from Golden Gate University.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release issued March 24, 2006
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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.
MONOLITHIC SYSTEM TECHNOLOGY, INC.
Date: March 23, 2006 By: /s/ Chester J. Silvestri
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Chester J. Silvestri
Chief Executive Officer and Director
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release issued March 24, 2006
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