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UNITED STATES
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): June 19, 2000
ZORAN CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 0-27246 94-2794449
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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3112 Scott Boulevard
Santa Clara, California 95054
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 919-4111
(Former name or former address, if changed since last report)
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ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
At a meeting held on June 18, 2000, the Registrant's Board of Directors
approved a slate of nominees for reelection to the Board at the 2000 annual
meeting in which, over the objections of George Haber, the Board omitted Mr.
Haber as a nominee. The following day, Mr. Haber sent a letter to the Board via
e-mail, a copy of which is attached hereto as Exhibit 99.1, stating his belief
that Levy Gerzberg, the Registrant's President and Chief Executive Officer, "is
incapable to decently run a company like" Registrant. Mr. Haber's letter stated
that, in light of this belief and certain unspecified discussions that occurred
during the June 18 Board meeting, Mr. Haber was declining to stand for
reelection at the annual meeting.
The other members of the Board of Directors strongly disagree with the
views expressed in Mr. Haber's letter and believe that Mr. Haber's comments were
prompted by his exclusion from management's slate of nominees, rather than by
any legitimate concerns regarding Dr. Gerzberg's qualifications. The other
directors believe that Dr. Gerzberg has been and continues to be a very
effective Chief Executive Officer and that Mr. Haber's inability or
unwillingness to work effectively with Dr. Gerzberg has been detrimental to the
effective management of the Company.
ITEM 7. EXHIBITS
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Exhibit No. Description
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99.1 June 19, 2000 Letter from George Haber to Board of Directors
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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.
ZORAN CORPORATION
Date: June 26, 2000 By: /s/ Levy Gerzberg
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Levy Gerzberg, Ph.D.
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 June 19, 2000 Letter from George Haber to Board of Directors
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