<PAGE>
Filed by: Zoran Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Zoran Corporation
Commission File No. 0-27246
News Release
Contact Information
MacKenzie Partners, Inc.
1-800-322-2885
or 212-929-5500
Betty Watkins
Zoran Corporation
408-919-4273
[email protected]
ZORAN CORPORATION POSTPONES SEPTEMBER 12, 2000 STOCKHOLDERS' MEETING
UNTIL COMPLETION OF NOGATECH MERGER
Santa Clara, Calif. - September 5, 2000 - Zoran Corporation (Nasdaq: ZRAN), a
leading provider of digital solutions-on-a-chip for applications in the growing
multimedia and Internet consumer markets, announced today that it has postponed
the reconvened annual meeting previously scheduled for September 12, 2000, at
which shareholders were to vote on an additional proposal to increase the
authorized common stock from 20,000,000 to 55,000,000 shares.
On August 24, 2000, Zoran and Nogatech, Inc. announced that they had signed a
definitive merger agreement. The merger is subject to approval by the
stockholders of Nogatech, compliance with the notification and waiting period
requirements of the Hart-Scott-Rodino Antitrust Improvements Act, and other
customary conditions.
After the completion of the merger, Zoran expects to schedule a special meeting
of stockholders to consider the proposal to increase the authorized shares of
common stock.
ABOUT ZORAN CORPORATION
Zoran Corporation, based in Santa Clara, California, is a leading provider of
digital solutions-on-a-chip for applications in the growing multimedia and
Internet consumer markets. With almost two decades of expertise developing and
delivering digital compression technologies, Zoran has pioneered
high-performance processing into various audio, video, and imaging technologies.
Zoran's proficiency in integration delivers major benefits for OEM customers,
including greater capabilities within each product
<PAGE>
generation, reduced system costs, and shorter time to market. Zoran is a leading
supplier in the rapidly expanding DVD and digital camera markets and in related
applications of digital audio and video. With headquarters in the U.S. and
operations in Canada, China, Israel, Japan, and Taiwan, Zoran may be contacted
on the World Wide Web at www.zoran.com or at 408-919-4111.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that are based on current
expectations and assumptions which 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 rapidly
evolving markets for Zoran's and Nogatech's products and uncertainties regarding
the development of those markets; potential problems or unanticipated costs
relating to the integration of Nogatech's technology, employees, and operations;
new product development and the ongoing introduction of new and enhanced
products by Zoran and Nogatech and their competitors; Zoran's reliance on
independent foundries and contractors; intensive competition in the markets in
which Zoran and Nogatech compete; Zoran's historic dependence on sales to a
limited number of large customers; the dependence on key personnel; and the
reliance on international sales and operations. 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, 1999 and other reports and documents
filed with the Securities and Exchange Commission and to Nogatech's reports and
documents filed with the Securities and Exchange Commission.
###
