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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 27, 1996
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ZORAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-27246 94-2794449
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)
2041 MISSION COLLEGE BOULEVARD 95054
SANTA CLARA, CALIFORNIA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 986-1314
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 27, 1996, pursuant to an Amended and Restated Agreement
and Plan of Reorganization dated as of November 27, 1996 (the "Plan of
Reorganization"), by and among Zoran Corporation, a Delaware corporation
("Zoran"), See Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of Zoran ("Sub"), and CompCore Multimedia, Inc., a California
corporation ("CompCore"), Sub was merged with and into CompCore, and CompCore
became a wholly-owned subsidiary of Zoran (the "Merger"). Under the terms of
the Plan of Reorganization, each share of common stock of CompCore ("CompCore
Common Stock") was converted into the right to receive 0.6408 of a share of
common stock of Zoran ("Zoran Common Stock"). Also under the terms of the Plan
of Reorganization, each outstanding option to acquire shares of CompCore Common
Stock ("CompCore Option") was assumed by Zoran and converted into an option to
acquire 0.6408 of a share of Zoran Common Stock for each share of CompCore
Common Stock underlying such CompCore Option.
In the aggregate, as a result of the Merger, Zoran issued 1,957,308
shares of Zoran Common Stock in exchange for the shares of CompCore Common Stock
that were outstanding on December 27, 1996, and the CompCore Options that were
outstanding on such date were converted into options to purchase an aggregate of
895,831 shares of Zoran Common Stock (the "Zoran Options"). The Merger was
accounted for as a pooling of interests.
The Company prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-4, which
became effective on December 3, 1996, with respect to the shares of Zoran
Common Stock issued in the Merger. In addition, Zoran intends to register
with the Commission on Form S-8 the shares of Zoran Common Stock issuable
upon exercise of the Zoran Options.
A copy of the press release announcing the effectiveness of the Merger
is attached as EXHIBIT 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) The financial statements of CompCore required pursuant to Rule 3-
05 of Regulation S-X were previously reported in Zoran's
Registration Statement on Form S-4 (No. 333-16081), which became
effective on December 3, 1996 (the "Registration Statement"), and
pursuant to General Instruction B.3. of Form 8-K are not
additionally reported herein.
(b) The PRO FORMA financial information of CompCore required pursuant
to Article 11 of Regulation S-X was previously reported in the
Registration Statement, and pursuant to General Instruction B.3.
of Form 8-K is not additionally reported herein.
(c) EXHIBITS
Exhibit No. Description
2.1 Amended and Restated Agreement and Plan of
Reorganization dated November 27, 1996 among Zoran
Corporation, See Acquisition Corporation and CompCore
Multimedia, Inc.
99.1 Press Release dated December 30, 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
January ___, 1997 By:
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Levy Gerzberg
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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2.1* Amended and Restated Agreement and Plan of Reorganization
dated November 27, 1996 among Zoran Corporation, See
Acquisition Corporation and CompCore Multimedia, Inc.
99.1 Press Release dated December 30, 1996.
* Incorporated by reference to Exhibit 2.1 to the registrant's Registration
Statement on Form S-4 (No. 333-16081) filed with the Securities and Exchange
Commission, which became effective on December 3, 1996.
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ZORAN CORPORATION
2041 Mission College Blvd.
Santa Clara, CA 95054
CONTACT:
Dr. Levy Gerzberg
President and Chief Executive Officer
Ami Kraft
Chief Financial Officer
(408) 986-1314
FOR IMMEDIATE RELEASE
ZORAN CORPORATION AND COMPCORE MULTIMEDIA ANNOUNCE
SUCCESSFUL COMPLETION OF MERGER
SANTA CLARA, CALIFORNIA--DECEMBER 30, 1996--Zoran Corporation (Nasdaq:ZRAN) and
CompCore Multimedia, Inc. announced today that the combination of the two
companies was successfully completed on December 27, 1996. Stockholders of
both companies voted to approve the merger of CompCore with a wholly-owned
subsidiary of Zoran at special meetings of stockholders held that day.
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.
Founded in 1983, the company is headquartered in Santa Clara, California and
has additional operations in Haifa, Israel.
CompCore Multimedia, Inc. provides MPEG 1 and MPEG 2 video and audio hardware
designs to original equipment manufacturers. CompCore also offers
compression software that runs on most standard workstations and PCs,
enabling end-users to play MPEG 1 CDs and digital video disks (DVDs) on their
personal computers without specialized hardware. CompCore was founded in
1993 and is based in Santa Clara, California.
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