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Zoran Corporation
3112 Scott Boulevard
Santa Clara, CA 95054
August , 2000
To Our Stockholders:
We have mailed to you our proxy statement relating to our Annual Meeting of
Stockholders at Zoran's headquarters, which was held on Tuesday, July 18, 2000
at 2:00 p.m., local time.
After the business discussed in the proxy statement was conducted, the
meeting was adjourned to 2:00 p.m., local time, on Tuesday, September 12, 2000,
at Zoran's headquarters at 3112 Scott Boulevard, Santa Clara, California 95054,
for the purpose of considering and voting upon a proposal adopted by our board
of directors to amend our Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 20,000,000 to 55,000,000 shares. The
amendment would provide the board of directors increased flexibility to issue
shares for various corporate purposes, including stock splits (which usually
take the form of a stock dividend), issuances of shares in connection with
acquisitions of other businesses or the raising of additional capital through
the sale of equity securities, actions that would be significantly constrained
under our present Certificate of Incorporation. However, our board of directors
has no present arrangements, agreements or plans to issue any of the proposed
additional authorized shares of Common Stock.
We are supplementing our proxy statement to provide you with additional
information regarding this proposal. The enclosed supplementary information is
important and we encourage you to give it your careful consideration.
In addition to the supplementary information, we are enclosing another proxy
card. Stockholders of record at the close of business on June 2, 2000 are
entitled to vote at the reconvened meeting and any adjournment or postponement
thereof. Since a majority of our outstanding shares must be represented at the
reconvened meeting to constitute a quorum, all stockholders are urged either to
attend the reconvened meeting or to vote by proxy.
Whether or not you expect to attend the reconvened meeting in person, please
complete, date, sign and promptly return the accompanying proxy card in the
enclosed postage-prepaid envelope.
By Order of the Board of Directors,
Levy Gerzberg
President and Chief Executive Officer
Santa Clara, California
August , 2000
If you have any questions or need assistance completing your proxy card,
please call: MacKenzie Partners, Inc. 156 Fifth Avenue New York, New York 10010
(212) 929-5500 (call collect) or call toll-free (800) 322-2855
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE
URGE YOU TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED. RETURNING YOUR PROXY CARD WILL ENSURE THAT
YOUR VOTE IS COUNTED IF YOU LATER DECIDE NOT TO ATTEND THE MEETING. IF YOU
ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN THOUGH YOU
HAVE SENT IN YOUR PROXY.
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ZORAN CORPORATION
3112 SCOTT BOULEVARD
SANTA CLARA, CALIFORNIA 95054
SUPPLEMENT TO
PROXY STATEMENT DATED JUNE 26, 2000
RELATING TO
RECONVENED MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 12, 2000
Zoran Corporation hereby supplements its proxy statement dated June 26, 2000
furnished to its stockholders in connection with the Annual Meeting of
Stockholders held on Tuesday, July 18, 2000 at 2:00 p.m., local time, at the
Company's headquarters at 3112 Scott Boulevard, Santa Clara, California 95054.
This supplement should be read in conjunction with the proxy statement. All
capitalized terms used but not defined in this supplement have the meanings
given to them in the proxy statement. If you need another copy of the proxy
statement, please contact Karl Schneider, Chief Financial Officer, at the
address appearing at the top of this supplement.
This supplement is first being mailed to stockholders on or about
August 11, 2000.
INFORMATION CONCERNING SOLICITATION AND VOTING
The Annual Meeting was convened on the date and time, and at the location,
specified above. However, before the Annual Meeting but after the mailing of the
proxy statement, Zoran's board of directors adopted a proposal to amend our
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 20,000,000 to 55,000,000 shares. In order to give stockholders
an opportunity to consider that proposal and evaluate the information contained
in this supplement, the meeting was adjourned until 2:00 p.m., local time, on
Tuesday, September 12, 2000, at Zoran's headquarters at 3112 Scott Boulevard,
Santa Clara, California 95054.
The date for determining the stockholders of record who will be entitled to
vote at the reconvened meeting remains the close of business on June 2, 2000.
Stockholders who are entitled to vote at the reconvened meeting can use the
enclosed proxy card. You can vote by proxy or in person at the reconvened
meeting. If you return your signed proxy card before the reconvened meeting, the
proxy holders will vote your shares as you direct. If you return your proxy card
and do not specify on the card how you want your shares voted, the proxy holders
will vote them "FOR" the proposal to amend the Certificate of Incorporation to
increase the number of authorized shares of Common Stock to 55,000,000 shares.
Your failure to return a proxy card will have the same effect as a vote against
the proposal.
Zoran will bear the entire cost of solicitation, including the preparation,
assembly, printing and mailing of this supplement, the proxy and any additional
soliciting materials sent to stockholders. Zoran may reimburse brokerage firms
and other persons representing beneficial owners of shares for their expenses in
forwarding solicitation materials to such beneficial owners. Zoran has retained
the services of MacKenzie Partners to aid in the solicitation of proxies,
deliver proxy materials to brokers, nominees, fiduciaries and other custodians
for distribution to beneficial owners of stock and to solicit proxies therefrom
and will receive a fee and reasonable out-of-pocket expenses in connection with
this solicitation. Proxies may also be solicited by certain of our directors,
officers and regular employees, without additional compensation, personally or
by telephone or telegram.
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PROPOSAL
APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
BACKGROUND
Under Delaware law, the Company may only issue shares of Common Stock to the
extent such shares have been authorized for issuance under the Company's
Certificate of Incorporation. The Certificate of Incorporation currently
authorizes the issuance by the Company of up to 20,000,000 shares of Common
Stock. However, as of June 30, 2000, 14,535,945 shares of the Company's Common
Stock were issues and outstanding and 1,501,000 unissued shares of Common Stock
were reserved for issuance under the Company's equity compensation plans or in
connection with the Company's recent acquisition of PixelCam Corporation,
leaving 3,963,055 shares of Common Stock unissued and unreserved. In order to
ensure sufficient shares of Common Stock will be available for issuance by the
Company, the Board of Directors has approved, subject to stockholder approval,
an amendment to the Company's Certificate of Incorporation to increase the
number of shares of Common Stock authorized for issuance to 55,000,000 shares.
PURPOSE AND EFFECT OF THE AMENDMENT
The purpose of the proposed amendment to the Certificate of Incorporation is
to authorize additional shares of Common Stock which will be available in the
event the Board of Directors determines that it is necessary or appropriate to
issue additional shares in connection with a stock dividend, raising additional
capital, acquiring other businesses, establishing strategic relationships with
corporate partners or providing equity incentives to employees and officers or
for other corporate purposes. The availability of additional shares of Common
Stock is particularly important in the event that the Company needs to undertake
any of the foregoing actions on an expedited basis and wishes to avoid the time
and expense of seeking stockholder approval in connection with the contemplated
issuance of Common Stock. The Company has no present agreement or arrangement to
issue any of the shares for which approval is sought. If the amendment is
approved by the stockholders, the Board of Directors does not intend to solicit
further stockholder approval prior to the issuance of any additional shares of
Common Stock, except as may be required by applicable law or the requirements of
the Nasdaq Stock Market.
The increase in authorized Common Stock will not have any immediate effect
on the rights of existing stockholders. However, the Board will have the
authority to issue authorized Common Stock without requiring future stockholder
approval of such issuances, except as may be required by applicable law. To the
extent that additional shares are issued in the future, they may decrease the
existing stockholders' percentage equity ownership and, depending on the price
at which they are issued, could be dilutive to the existing stockholders.
The increase in the authorized number of shares of Common Stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action by the
stockholders. Shares of authorized and unissued Common Stock could, within the
limits imposed by applicable law, be issued in one or more transactions which
would make a change in control of the Company more difficult, and therefore less
likely. Any such issuance of additional stock could have the effect of diluting
the earnings per share and book value per share of outstanding shares of Common
Stock, and such additional shares could be used to dilute the stock ownership or
voting rights of a person seeking to obtain control of the Company. The Board of
Directors is not currently aware of any attempt to take over or acquire the
Company. While it may be deemed to have potential anti-takeover effects, the
proposed amendment to increase the authorized Common Stock is not prompted by
any specific effort or takeover threat currently perceived by management.
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If the proposed amendment is approved by the stockholders,
Article IV(A) of the Company's Certificate of Incorporation will be amended to
read as follows:
"(A) The corporation is authorized to issue two classes of shares,
designated "Common Stock" and "Preferred Stock," respectively. The number of
shares of common Stock authorized to be issued is 55,000,000 shares, $.001
par value per share, and the number of shares of Preferred Stock authorized
to be issued is 3,000,000 shares, $.001 par value per share."
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
The affirmative vote of a majority of the shares of outstanding Common Stock
is required for approval of this proposal. Abstentions and broker non-votes will
be counted as present for purposes of determining if a quorum is present but
will have the same effect as a negative vote on this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDER VOTE FOR
APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 20,000,000 SHARES TO 55,000,000
SHARES.
OTHER BUSINESS
The Company currently knows of no other matters to be submitted at the
reconvened Annual Meeting. If any other matters properly come before the
reconvened Annual Meeting, it is the intention of the persons named in the
enclosed form of proxy to vote the shares in accordance with their best
judgment.
THE BOARD OF DIRECTORS
Dated: August , 2000
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ZORAN CORPORATION
PROXY FOR RECONVENED ANNUAL MEETING OF STOCKHOLDERS
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Levy
Gerzberg and Karl Schneider, or either of them, with full power of
substitution, as proxies to represent and vote as designated in this proxy
any and all of the shares of stock of Zoran Corporation, held or owned by or
standing in the name of the undersigned on the Company's books on June 2,
2000 at the reconvened Annual Meeting of Stockholders of the Company to be
held at the Company's offices at 3112 Scott Blvd., Santa Clara, CA 95054 at
2:00 p.m. on September 12, 2000, and any continuation or adjournment thereof,
with all powers the undersigned would possess if personally present at the
meeting.
The undersigned hereby directs and authorizes said proxies, and each of
them, or their substitute or substitutes, to vote as specified with respect
to the proposals listed on the reverse side, or, if no specification is made,
to vote in favor thereof.
The undersigned hereby further confers upon said proxies, and each of
them, or their substitute or substitutes, discretionary authority to vote
with respect to all other matters, which may properly come before the meeting
or any continuation or adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE)
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PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
A / / PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
To approve an amendment to the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock
from 20,000,000 to 55,000,000.
FOR AGAINST ABSTAIN
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WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
SIGN AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK
MAY BE REPRESENTED AT THE MEETING.
MARK HERE FOR ADDRESS -TM-
CHANGE AND NOTE AT LEFT
Signature: ______________________________________ Date: _____________________
Signature: ______________________________________ Date: _____________________
Note: Sign exactly as your name(s) appears on your stock certificate. If
shares of stock are held in the name of two or more persons or in the
name of husband and wife, either as joint tenants or otherwise, both
or all of such persons should sign the above Proxy. If shares of stock
are held by a corporation, the Proxy should be executed by the
President or Vice President and the Secretary or Assistant Secretary.
Executors or administrators or other fiduciaries who execute the above
Proxy for a deceased stockholder should give their full title. Please
date the Proxy.
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