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As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-
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
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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 shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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Amount to be Proposed maximum Proposed maximum
Title of Securities to be registered(1) registered offering price per aggregate offering Amount of
share(2) share(3) price(3) registration fee
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<S> <C> <C> <C> <C>
1993 STOCK OPTION PLAN
Common Stock 350,000 $13.96 $4,886,000 $1,290
Par Value $0.001
TOTAL: 350,000 $4,886,000 $1,290
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1 The securities to be registered include options to acquire such Common
Stock.
2 Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.
3 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 December 20, 2000, as
reported on the National Association of Securities Dealers Automated
Quotations System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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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 (the "Exchange
Act"), containing audited financial statements for the Company's latest fiscal
year ended December 31, 1999, as filed with the Securities and Exchange
Commission on March 30, 2000, and as amended on May 5,2000 (No. 0-27246).
(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
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)(1)(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-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
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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.
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.
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 December
21, 2000.
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
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The officers and directors of Zoran Corporation whose signatures appear
below, hereby constitute and appoint Levy Gerzberg, Ph.D. and Karl Schneider,
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 December 21, 2000.
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Signature Title
<S> <C>
/s/ Levy Gerzberg President, Chief Executive Officer, and Director
------------------------------- (Principal Executive Officer)
Levy Gerzberg, Ph.D.
/s/ Karl Schneider Vice President of Finance, Chief Financial Officer
------------------------------- (Principal Financial and Accounting Officer)
Karl Schneider
/s/ Uzia Galil Chairman of the Board of Directors
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Uzia Galil
/s/ James D. Meindl Director
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James D. Meindl
/s/ Arthur B. Stabenow
------------------------------- Director
Arthur B. Stabenow
/s/ Philip M. Young
------------------------------- Director
Philip M. Young
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EXHIBIT INDEX
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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)
4.3 Amended and Restated Stock Rights Agreement dated July 30, 1993, among
the Company and certain of its stockholders, as amended, is
incorporated by reference to Exhibit 4.1 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
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included in signature pages to this registration
statement)
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