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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) October 20, 1996
ZORAN CORPORATION
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(Exact name of registrant as specified in charter)
Delaware 0-27246 94-2794449
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2041 Mission College Boulevard, Santa Clara, California 95054
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 986-1314
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On October 20, 1996, Zoran Corporation ("Zoran"), CompCore Multimedia, Inc.
("CompCore") and See Acquisition Corporation, a wholly-owned subsidiary of Zoran
("Sub"), entered into an Agreement and Plan of Reorganization (the "Agreement").
Under the Agreement, as more fully described in the Joint Press Release filed
herewith, Sub will merge with and into CompCore, each share of comon stock of
CompCore will be converted into 0.6408 shares of common stock of Zoran, and each
share of common stock of Sub will be converted into one share of common stock of
CompCore, which will become a wholly-owned subsidiary of Zoran. Outstanding
options to acquire CompCore common stock will be converted into Zoran options,
and an outstanding option to acquire one share of CompCore common stock will
become an option to acquire 0.6408 shares of Zoran common stock. The Agreement
has been approved by the respective Boards of Directors of CompCore and Zoran,
and the transactions contemplated thereby are subject to the approval of the
respective shareholders of CompCore and Zoran and other customary closing
conditions. The acquisition contemplated by the Agreement will be accounted for
as a pooling of interests and is intended to qualify as a tax-free
reorganization.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
99.1 Joint Press Release of CompCore and Zoran
dated October 21, 1996.
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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.
ZORAN CORPORATION
Date: October 24, 1996 By: LEVY GERZBERG
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Levy Gerzberg, Ph.D.
President and Chief
Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Joint Press Release of CompCore and Zoran dated
October 21, 1996.
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EXHIBIT 99.1
NEWS
BULLETIN
ZORAN CORPORATION
2041 Mission College Blvd.
Santa Clara, CA 95054
TRADED: NASDAQ-ZRAN
FOR FURTHER INFORMATION:
AT THE COMPANY: AT FINANCIAL RELATIONS BOARD:
Dr. Levy Gerzberg Hannah Bruce (general info)
President and CEO Bonnie McBride (investor contract)
Ami Kraft 415-986-1591
Chief Financial Officer
408-986-1314
FOR IMMEDIATE RELEASE
MONDAY, OCTOBER 21, 1996
COMPRESSION IC LEADER ZORAN TO ACQUIRE COMPCORE
COMBINED COMPANY WILL HAVE BOTH COMPRESSION HARDWARE AND SOFTWARE STRENGTH
SANTA CLARA, CALIFORNIA--OCTOBER 21, 1996--Zoran Corporation (Nasdaq: ZRAN), a
leading provider of integrated circuits (ICs) for digital video and audio
compression applications, and privately-held CompCore Multimedia, Inc., a
leading provider of digital compression IC cores and software, today announced
an agreement under which Zoran will acquire CompCore.
Under the terms of the agreement, CompCore stockholders will receive 0.6408 of a
share of Zoran common stock for each outstanding share of CompCore. Outstanding
options to purchase CompCore common stock will be converted into Zoran options.
The transaction will be accounted for as a pooling of interests and its intended
to qualify as a tax-free reorganization. The closing price of Zoran's common
stock on October 18, 1996 was $20 per share, giving the transaction an
approximate value of $57 million.
The transaction is expected to be completed in the first quarter of 1997 and is
subject to approval by the stockholders of both companies and other customary
conditions.
Following the merger, CompCore will operate as a subsidiary of Zoran. George
Haber, CompCore's co-founder and President and Chief Executive Officer, will
join
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Zoran as Executive Vice President and a member of Zoran's Board of
Directors. Sorin Cismas, CompCore's co-founder and Chief Technical Officer,
will become Zoran's Chief Scientist.
"The acquisition of CompCore will complement Zoran with the addition of
CompCore's software-based compression solutions and compression IC engineering
capabilities," said Dr. Levy Gerzberg, Zoran's President and Chief Executive
Officer. "CompCore's software technology and expertise, combined with its
impressive list of customers, will strengthen our position in the PC and
consumer markets. We look forward to providing and expanded product portfolio
to a broader customer base."
"The combination of our technologies and customer base including names like
Cirrus Logic, Diamond Multimedia, Dolby, Fujitsu, Hitachi, NEC, Oracle, Packard
Bell, Panasonic, Samsung, Silicon Graphics, Sony and others will strengthen the
combined company's position as a market leader in digital audio and video
compression," said Haber. "The combined company will offer a broad line of
hardware and software products on a worldwide basis for a wide range of digital
video and audio compression needs."
ABOUT ZORAN CORPORATION
Zoran Corporation develops and markets integrated circuits and software for
digital video and audio applications enabled by compression. Zoran's product
line includes JPEG codecs, MPEG video decoders, and Dolby AC-3 and MPEG audio
decoders. The company's integrated circuits are used in a variety of video and
audio products addressing growing consumer multimedia markets. Current
applications for Zoran products include professional and consumer video editing
systems, PC-based and stand-alone video CD systems, DVD ROM and stand-alone
players, digital audio systems, and filmless digital cameras. Established in
1983, the company is headquartered in Santa Clara, California, and has an
operation in Haifa, Israel.
ABOUT COMPCORE MULTIMEDIA, INC.
CompCore Multimedia, Inc., founded in 1993 and based in Santa Clara, California,
provides MPEG 1 and MPEG 2 video and audio hardware designs to original
equipment manufacturers (OEMs). CompCore also offers compression software to
customers that runs on most standard workstations and PCs, enabling end-users to
play MPEG 1 CDs on their personal computers without requiring specialized
hardware.
This press release contains forward-looking statements that are based on
expectations and assumptions that involve a number of uncertainties and risks
that could cause actual results to differ materially from those discussed in the
forward-looking statements, including risks associated with the integration of
the two companies' respective operations, technologies and products and the
related diversion of
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management's attention from other business concerns; the rapidly evolving
markets for the companies' products and uncertainties regarding the
development of those markets; new product development and the ongoing
introduction of new and enhanced products; intensive competition in the
markets in which the companies compete; Zoran's historic dependence on sales
to a limited number of large customers and fluctuations in customer and
product mix among those customers; the dependence on key personnel; and the
reliance on international sales and operations, particularly on Zoran's
operations in Israel. For additional information regarding these and other
risks, reference is made to Zoran's Annual Report on Form 10-K for the year
ended December 31, 1995 and subsequent Quarterly Reports on Form 10-Q.
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For further information regarding Zoran Corp. via fax at no cost, dial
1-800-PRO-INFO, ticker symbol: ZRAN.
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