UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
September 2, 2004 (August 28, 2004)
COMPUTER ACCESS TECHNOLOGY CORPORATION
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(Exact name of Registrant as Specified in Charter)
DELAWARE 000-31863 77-0302527
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3385 SCOTT BOULEVARD, SANTA CLARA, CALIFORNIA 95054
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(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 727-6600
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(Former Name or Former Address, if Changed Since Last Report)
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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 31, 2004, Computer Access Technology Corporation (the
"Company") entered into a Services Agreement with Dan Wilnai, an Employment
Agreement with Peretz Tzarnotzky and a Cash Bonus Plan with Carmine Napolitano.
Mr. Wilnai is one of the co-founders of the Company and will continue
to serve pursuant to the services agreement as the Chairman of the Board of
Directors. He has served as the Chairman since the Company's incorporation in
February 1992, as the Chief Executive Officer from the Company's incorporation
in February 1992 to January 2002 and again beginning in October 2002 to July
2004, as the Company's President from the Company's incorporation in February
1992 to January 2002 and again from October 2002 to November 2003, and as the
Secretary of the Company from its incorporation in February 1992 until August
2000.
Pursuant to the services agreement, Mr. Wilnai will receive
compensation at an annualized rate of $30,000 and, upon a change of control, he
and his spouse will receive certain life-time medical insurance benefits. Mr.
Wilnai has also agreed not to compete with the Company for a period of
twenty-four months after consummation of a change of control.
Mr. Tzarnotzky is one of the co-founders of the Company and will
continue to serve pursuant to the employment agreement as the Executive Vice
President, Engineering of the Company where he has served since September 2002.
He has also served as a member of the Board of Directors since the Company's
incorporation in February 1992. From January 2002 to September 2002, Mr.
Tzarnotzky served as the Executive Vice President, Chief Technology Officer,
from July 2000 to January 2002, as the Vice President, Chief Technology Officer
of the Company, and from its incorporation in February 1992 to June 2000, as the
Company's Vice President, Engineering.
Pursuant to the employment agreement, Mr. Tzarnotzky will receive an
annualized base salary of $220,000 and, upon a change of control, he and his
spouse will receive certain life-time medical insurance benefits. Mr. Tzarnotzky
has also agreed not to compete with the Company for a period of twenty-four
months after consummation of a change of control.
Carmine Napolitano has served as the President and Chief Executive
Officer since July 2004, the President, Chief Financial Officer and Secretary of
the Company since November 2003, and as Vice President, Chief Financial Officer
and Secretary of the Company from September 2002 to November 2003.
On August 28, 2004, the Compensation Committee approved a Cash Bonus
Plan for Mr. Napolitano pursuant to which he is eligible for a bonus of up to
50% of his base salary in calendar year 2004.
ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS
(c) Exhibits.
Exhibit
Number Document
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10.1 Services Agreement dated August 31, 2004 between the Company and
Dan Wilnai.
10.2 Employment Agreement dated August 31, 2004 between the Company
and Peretz Tzarnotzky.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
COMPUTER ACCESS TECHNOLOGY CORPORATION,
a Delaware corporation
Date: September 2, 2004 By: /s/ Jason LeBeck
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Jason LeBeck
Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Document
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10.1 Services Agreement dated August 31, 2004 between the Company and
Dan Wilnai.
10.2 Employment Agreement dated August 31, 2004 between the Company
and Peretz Tzarnotzky.