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Registration No._________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZORAN CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 94-2794449
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(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
3112 Scott Boulevard
Santa Clara, California 95054
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(Address of principal executive offices) (Zip code)
ZORAN CORPORATION
1993 STOCK OPTION PLAN AND
1995 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
Levy Gerzberg, Ph.D.
President and Chief Executive Officer
Zoran Corporation
3112 Scott Boulevard
Santa Clara, California 95054
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 919-4111.
This registration statement, including all exhibits and attachments, contains 10
pages. The exhibit index may be found on page 8 of the consecutively numbered
pages of the registration statement.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Securities Amount to be offering price per aggregate Amount of
to be registered(1) registered share(2) offering price(2) registration fee
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<S> <C> <C> <C> <C>
1993 STOCK OPTION PLAN
Common Stock 440,533 $19.75 $8,700,526.75
Par Value $0.001 209,467 $24.1875 $5,066,483.06
1995 EMPLOYEE STOCK PURCHASE PLAN
Common Stock 150,000 $20.5594 $3,083,910.00
Par Value $0.001
TOTALS 800,000 $16,850,919.81 $5,106.34
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(1) The securities to be registered include options and rights to acquire such
Common Stock.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised
options under the 1993 Stock Option Plan, the price is computed on the
basis of the weighted average exercise price. As to the remaining
shares under the 1993 Stock Option Plan, the price is based upon the
average of the high and low prices of the Common Stock on September 29,
1997, as reported on the National Association of Securities Dealers
Automated Quotations System. The 1995 Employee Stock Purchase Plan
establishes a purchase price equal to 85% of the fair market value of
the Company's Common Stock and, therefore, the price for purchase rights
under this plan is based upon 85% of the average of the high and low
prices of the Common Stock on September 29, 1997, as reported on the
National Association of Securities Dealers Automated Quotations System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Zoran Corporation (the "Company") hereby incorporates by reference in this
registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1996, as filed with the Securities and
Exchange Commission.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware law authorizes corporations to eliminate the personal liability
of directors to corporations and their stockholders for monetary damages for
breach or alleged breach of the directors' "duty of care." While the
relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on directors' duty of
loyalty, acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, illegal payment of dividends and
approval of any transaction from which a director derives an improper
personal benefit.
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The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law. Section 145 of the General Corporation Law of
the State of Delaware provides for indemnification in terms sufficiently broad
to indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-
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effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on
October 1, 1997.
Zoran Corporation
By: /s/ Levy Gerzberg
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Levy Gerzberg, Ph.D.,
President and Chief Executive Officer
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SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Zoran Corporation whose signatures appear
below, hereby constitute and appoint Levy Gerzberg, Ph.D. and Ami Kraft, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of
the undersigned any amendment or amendments to this registration statement on
Form S-8, and each of the undersigned does hereby ratify and confirm all that
each of said attorney and agent, or their or his substitutes, shall do or
cause to be done by virtue hereof. Pursuant to the requirements of the
Securities Act of 1933, as amended, this registration statement has been
signed by the following persons in the capacities indicated on October 1,
1997.
Signature Title
/s/ Levy Gerzberg President, Chief Executive Officer, and Director
- ------------------------ (Principal Executive Officer)
Levy Gerzberg, Ph.D.
/s/ Ami Kraft Vice President, Finance and Chief Financial Officer
- ------------------------ (Principal Financial and Accounting Officer)
Ami Kraft
/s/ Uzia Galil Chairman of the Board of Directors
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Uzia Galil
/s/ George T. Haber Director
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George T. Haber
/s/ James D. Meindl Director
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James D. Meindl
/s/ Arthur B. Stabenow Director
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Arthur B. Stabenow
/s/ Philip M. Young Director
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Philip M. Young
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EXHIBIT INDEX
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Sequentially
Numbered Page
<C> <S> <C>
4.1 Restated Certificate of Incorporation of the Company is
incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form SB-2 filed with the Securities and Exchange
Commission, effective on December 14, 1995 (No. 33-98630-LA) --
4.2 Bylaws of the Company are incorporated by reference to Exhibit 3.3 to
the Company's Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission, effective on December 14, 1995 (No.
33-98630-LA) --
5 Opinion re legality 9
23.1 Consent of Counsel (included in Exhibit 5) --
23.2 Consent of Price Waterhouse LLP 10
24 Power of Attorney (included in signature pages to this registration
statement) --
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EXHIBIT 5
[Letterhead of GRAY CARY WARE &
FREIDENRICH,
A Professional Corporation]
ATTORNEYS AT LAW
400 HAMILTON AVENUE
PALO ALTO, CA 94301-1825
TEL: (415) 328-6561
FAX: (415) 327-3699
http://www.gcwf.com
October 1, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Zoran Corporation, a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 800,000 shares of the
Common Stock, $0.001 par value, of the Company which may be issued pursuant
to the exercise of options and purchase rights granted under the Zoran
Corporation 1993 Stock Option Plan and the Zoran Corporation Amended and
Restated 1995 Employee Stock Purchase Plan (the "Plans").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed.
In such examination, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals and the
conformity to the originals of all documents submitted to us as copies. We
are admitted to practice only in the State of California and we express no
opinion concerning any law other than the law of the State of California, the
corporation laws of the State of Delaware and the federal law of the United
States. As to matters of Delaware corporation law, we have based our opinion
solely upon our examination of such laws and the rules and regulations of the
authorities administering such laws, all as reported in standard, unofficial
compilations. We have not obtained opinions of counsel licensed to practice
in jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the 800,000 shares of
Common Stock which may be issued upon exercise of options and purchase rights
granted under the Plans are duly authorized shares of the Company's Common
Stock, and, when issued against receipt of the consideration therefor in
accordance with the provisions of the Plans, will be validly issued, fully
paid and nonassessable. We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement referred to above and the use of our
name wherever it appears in said Registration Statement.
Very truly yours,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1997, appearing on page
36 of Zoran Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
San Jose, California
October 2, 1997
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