Form 8-K MARVELL TECHNOLOGY GROUP For: Apr 01

 

 

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): April 1, 2016

 

 

MARVELL TECHNOLOGY GROUP LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda		000-30877		77-0481679
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Canon’s Court

22 Victoria Street

Hamilton HM 12

Bermuda

(Address of principal executive offices)

(441) 296-6395

(Registrant’s telephone number, including area code)

N/A

(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 obligations 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))

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On April 1, 2016, the employment of Dr. Sehat Sutardja as Chief Executive Officer of Marvell Technology Group Ltd. (“Marvell”) and of Weili Dai as President of Marvell was terminated by Marvell’s Board of Directors. Dr. Sutardja and Ms. Dai will remain on the Board of Directors, with Dr. Sutardja remaining as Chairman.

(c) On April 2, 2016, the Board formed an Interim Office of the Chief Executive (the “IOCE”) to oversee the day-to-day running of Marvell’s operations. The members of the IOCE are Ms. Maya Strelar-Migotti, Executive Vice President, Smart Networked Devices and Solutions (SNDS) Business Group and Dr. Pantelis Alexopoulos, Executive Vice President of the Storage Business Group, Dr. Zining Wu, Chief Technology Officer, Mr. David Eichler, Interim Chief Financial Officer, Mr. Tom Savage, Senior Vice President and General Counsel and Mr. William Valle, Vice President, Global Human Resources. In their capacities as members of the IOCE, Ms. Strelar-Migotti and Dr. Alexopoulos each have the authority to exercise all powers of the Chief Executive Officer. The Board, in conjunction with a leading executive search firm, will lead the search for a CEO and President.

The executive officers in the Interim Office of the Chief Executive are as follows:

Maya Strelar Migotti – 59 – Executive Vice President, Smart Networked Devices and Solutions (SNDS) Business Group

Ms. Strelar-Migotti has served as Senior Vice President, SNDS Business Group since August 2015. For 15 years prior to joining Marvell, Ms. Strelar-Migotti held a number of senior executive roles within Ericsson and has managed organizations and customer programs in North America, Europe, China and India. From June 2009 until August 2015, Ms. Strelar-Migotti was Head of the Ericsson Silicon Valley Site, and Vice President of the IP and Broadband Development Organization in Ericsson. Ms. Strelar-Migotti holds a Bachelor of Science degree and Master of Science degree in Telecommunications from University of Zagreb Croatia and has completed executive training at New York’s Columbia University.

Dr. Pantelis Alexopoulos – 67 Executive Vice President of the Storage Business Group

Dr. Alexopoulos has served as Senior Vice President of the Storage Business Group at Marvell since August 2015. Dr. Alexopoulos joined Marvell from the Agency for Science, Technology and Research (A*STAR), located in Singapore, where he served as Executive Director of the Data Storage Institute from February 2010 to July 2015. Prior to his tenure at A*STAR, Dr. Alexopoulos held senior executive management roles at major storage companies TDK Fujitsu Philippines Corporation, Seagate and Maxtor. Dr. Alexopoulos holds a Ph.D. in Materials Science and Engineering from Cornell University, a Master of Science degree in Materials Science and Engineering from the University of Utah, and a Bachelor of Science degree in Physics from Aristotle University of Thessaloniki.

Dr. Zining Wu – 44 -Chief Technology Officer

Dr. Wu serves as Chief Technology Officer of Marvell Technology Group Ltd., a position he has held since January 2014. Prior to his current position, Dr. Wu was Vice President, Data Storage Technology at Marvell from August 2008 to March 2014 and Vice President for wireless communication SoCs from 2013 to 2014. Previous to this role, Dr. Wu held various engineering and managerial roles within Marvell, including Senior Director of Engineering for wireless communication SoCs. He joined Marvell in July 1999. Dr. Wu holds a Bachelor of Science degree in Electronic Engineering from Tsinghua University in Beijing, China, and a Master of Science degree and Ph.D. in Electrical Engineering from Stanford University.

Dave Eichler -67 - Interim Chief Financial Officer

Dave Eichler has been Interim Chief Financial Officer since October 16, 2015. Mr. Eichler has over 30 years of financial experience. Mr. Eichler was an independent CFO consultant from 2011 to 2013 and has been

 

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partner at Randstad Professionals US, LP, d/b/a Tatum since 2014.Mr. Eichler has served as CFO for a variety of semiconductor, software and electronics companies during his career including Catalyst Semiconductor, Phoenix Technologies, Intellisync, Inc., Alliance Semiconductor, and Hyundai Electronics. He holds a Bachelor of Science degree in Business from Northeastern University and a Master’s degree in Business Administration from the University of California, Los Angeles.

 

ITEM 7.01

REGULATION FD DISCLOSURE.

On April 5, 2016, Marvell issued a press release concerning the senior leadership transition described in this report. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

 

Exhibit No		Description
99.1		Press Release dated April 5, 2016

 

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SIGNATURE

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.

Dated: April 5, 2016

 

 

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EXHIBIT INDEX

 

Exhibit No		Description
99.1		Press Release dated April 5, 2016

Exhibit 99.1

 

 

 

For further information, contact:
John Spencer Ahn		Sue Kim
Investor Relations		Media Relations
408-222-7544		408-222-1942
[email protected]		[email protected]

Marvell Technology Group Ltd. Announces Senior Leadership Transition

CEO Sehat Sutardja and President Weili Dai Depart from

Management Positions, Effective Immediately

Board Forms Interim Office of the Chief Executive to Lead

Company until Replacements are Appointed

Santa Clara, Calif. (April 5, 2016) — Marvell Technology Group Ltd. (NASDAQ: MRVL), a global leader in integrated silicon solutions, today announced the departure of Chief Executive Officer Sehat Sutardja and President Weili Dai from their management positions, effective immediately. Dr. Sutardja and Ms. Dai will remain on the Board of Directors, with Dr. Sutardja continuing as Chairman. The Board, in conjunction with a leading executive search firm, will conduct a search for a new CEO and President.

The Board has formed an Interim Office of the Chief Executive to oversee day-to-day leadership of the Company’s operations. The Interim Office of the Chief Executive will be headed by Ms. Maya Strelar-Migotti, Executive Vice President, Smart Networked Devices and Solutions (SNDS) Business Group and Dr. Pantelis Alexopoulos, Executive Vice President of the Storage Business Group, as Interim Co-Chief Executive Officers. Each has the authority to exercise all powers of the Chief Executive Officer.

The other members of the Interim Office of the Chief Executive include Dr. Zining Wu, Chief Technology Officer; Mr. David Eichler, Interim Chief Financial Officer; Mr. Tom Savage, Senior Vice President and General Counsel; and Mr. William Valle, Vice President, Global Human Resources.

Arturo Krueger, Marvell’s lead outside director, said, “The Board would like to thank Sehat and Weili for their enormous contributions and service since they founded Marvell in 1995. Marvell has revolutionized the world

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through its innovative technology and breakthrough designs in the semiconductor industry. However, the Board believes that the time has come to move in a new leadership direction. The Company’s highest priority is to leverage Marvell’s strong core business and technology to drive the next stage of product innovation and profitable growth. The Board has full confidence in the proven ability of Maya and Pantelis, together with the other members of the Interim Office of the Chief Executive and all of Marvell’s employees, to continue providing world-class research and development and customer support during this time of transition. We look forward to demonstrating our continuing commitment to excellence in our products and service, as well as to creating value for our shareholders.”

On February 22, 2016, the Audit Committee approved the engagement of Deloitte & Touche LLP as the Company’s new independent public accounting firm. On March 1, 2016, the Company reported the results of the Audit Committee’s independent investigation of certain accounting and internal control matters. With these two key matters completed, the Company is working diligently to complete the preparation and filing of its Annual Report on Form 10-K for fiscal 2016 and its Quarterly Reports on Form 10-Q for the second and third quarters of fiscal 2016 as soon as practicable. As previously announced, a search for a permanent Chief Financial Officer and additional independent board members is underway with the assistance of an international executive search firm.

 

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Forward-Looking Statements under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “can,” “will” and similar expressions identify such forward-looking statements. These statements are not guarantees of results and should not be considered as an indication of future activity or future performance. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties, including, among others: the interim performance of Interim Office of the Chief Executive; Marvell’s ability to recruit new executive leadership in a timely manner and, if they are recruited, their performance, the timing of Marvell’s regaining of compliance with its SEC reporting obligations, any matters arising out of the review and audit of Marvell’s financial statements by Marvell’s new independent registered public accounting firm, the results of further review by the Audit Committee of certain matters that came to the Audit Committee’s attention during the course of its now-completed investigation, adverse impact of litigation or regulatory activities, and other risks detailed in Marvell’s SEC filings from time to time. For other factors that could cause Marvell’s results to vary from expectations, please see the risk factors identified in the Marvell’s latest Annual Report on Form 10-K for the year ended January 31, 2015 and its latest Quarterly Report on Form 10-Q for the quarter ended May 2, 2015 as filed with the SEC, and other factors detailed from time to time in Marvell’s filings with the SEC. Marvell undertakes no obligation to revise or update publicly any forward-looking statements.

About Marvell

Marvell (NASDAQ: MRVL) is a global leader in providing complete silicon solutions and Kinoma software enabling the “Smart Life and Smart Lifestyle.” From storage to Internet of Things (IoT), cloud infrastructure, digital entertainment and in-home content delivery, Marvell’s diverse product portfolio aligns complete platform designs with industry-leading performance, security, reliability and efficiency. At the core of the world’s most powerful consumer, network and enterprise systems, Marvell empowers partners and their customers to always stand at the forefront of innovation, performance and mass appeal. By providing people around the world with mobility and ease of access to services adding value to their social, private and work lives, Marvell is committed to enhancing the human experience.

As used in this release, the term “Marvell” refers to Marvell Technology Group Ltd. and its subsidiaries. For more information, please visit www.Marvell.com.

 

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Marvell, the M logo, ARMADA, Avastar and Kinoma are registered trademarks of Marvell and/or its affiliates. Other names and brands may be claimed as the property of others.

 

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