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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): JUNE 28, 2000
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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.)
3112 SCOTT BOULEVARD 95054
SANTA CLARA, CALIFORNIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (408) 919-4111
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 29, 2000, pursuant to an Agreement and Plan of Reorganization
dated as of June 28, 2000 (the "Plan of Reorganization"), by and among Zoran
Corporation, a Delaware corporation ("Zoran"), Grape Acquisition Corp., a
California corporation and wholly-owned subsidiary of Zoran ("Sub"), and
PixelCam, Inc., a California corporation ("PixelCam"), Sub was merged with and
into PixelCam, Inc., and PixelCam became a wholly-owned subsidiary of Zoran (the
"Merger"). Under the terms of the Plan of Reorganization, each share of common
stock of PixelCam ("PixelCam Common Stock") was converted into the right to
receive 0.044 of a share of common stock of Zoran ("Zoran Common Stock") upon
effectiveness of the Merger and up to an additional 0.044 of a share of Zoran
Common Stock based on the achievement of certain financial performance targets
during 2000 and 2001, as specified in the Plan of Reorganization. Also under the
terms of the Plan of Reorganization, each outstanding option to acquire shares
of PixelCam Common Stock (an "Option") was assumed by Zoran and converted into
an option to acquire 0.044 of a share of Zoran Common Stock for each share of
PixelCam Common Stock underlying such Option and the right to receive up to an
additional 0.044 of a share of Zoran Common Stock for each such share of
PixelCam Common Stock based on the achievement of the foregoing performance
targets.
In the aggregate, as a result of the Merger, Zoran issued 375,000
shares of Zoran Common Stock in exchange for the shares of PixelCam Common Stock
that were outstanding on June 29, 2000, and the PixelCam Options that were
outstanding on such date were converted into options to purchase an aggregate of
4,180 shares of Zoran Common Stock (the "Zoran Options"). The Merger was
accounted for as a purchase. Under the terms of the Plan of Reorganization, 10%
of the shares of Zoran Common Stock issued or issuable pursuant to the Merger
were deposited in escrow as security for indemnification claims that Zoran its
affiliates, and their officers, directors, employees and attorneys
(collectively, the "Zoran Group") may bring for breaches of any representations,
warranties or covenants of PixelCam set forth in the Reorganization Agreement.
Claims against this escrow represent the sole recourse for any claim by any
member of the Zoran Group against PixelCam in connection with the Merger except
in the event of fraud or willful misrepresentation. The indemnification period
ends, and the shares in the escrow account will be distributed to the
shareholders, 12 months following the date the Merger became effective.
The Zoran Common Stock issued in the Merger was issued pursuant to the
exemption from registration provided by Rule 506. of Regulation D. Zoran will
file with the Securities and Exchange Commission (the "Commission") a
registration statement on Form S-3, covering the resale of the shares of Zoran
Common Stock issued in the Merger. In addition, Zoran will register with the
Commission the shares of Zoran Common Stock issuable upon exercise of the Zoran
Options.
A copy of the press release announcing the signing of the Plan of
Reorganization is attached as EXHIBIT 99.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Pursuant to the Item 7(a)(4) of Form 8-K, the financial
statements of PixelCam required pursuant to Rule 3-05 of
Regulation S-X will be filed as soon as practicable, but no
later than 60 days from the date this form was filed.
(b) Pursuant to Item 7(a)(4) of Form 8-K, the PRO FORMA financial
information of PixelCam required pursuant to Article 11 of
Regulation S-X will be filed as soon as practicable, but no
later than 60 days from the date this form was filed.
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(c) Exhibits
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Exhibit No. Description
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2.1(1) Agreement and Plan of Reorganization dated June
28, 2000 among Zoran Corporation, Grape
Acquisition Corp. and PixelCam, Inc.
99.1 Press Release dated June 28, 2000 announcing the
effectiveness of the Merger.
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1 Other Exhibits to the Reorganization Agreement not filed herewith are
identified in the Reorganization Agreement. The registrant will
supplementally furnish any omitted Exhibit to the Commission upon request.
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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
July 10, 2000 By:
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Karl Schneider
Vice President of Finance and Chief
Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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2.1(2) Agreement and Plan of Reorganization dated June 28, 2000 among
Zoran Corporation, Grape Acquisition Corp. and PixelCam, Inc.
99.1 Press Release dated June 28, 2000 announcing effectiveness of
the Merger.
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2 Other Exhibits to the Reorganization Agreement not filed herewith are
identified in the Reorganization Agreement. The registrant will
supplementally furnish any omitted Exhibit to the Commission upon request.
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