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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, 1995 EMPLOYEE STOCK PURCHASE PLAN, 1995 OUTSIDE
DIRECTORS PLAN, 2000 NONSTATUTORY STOCK OPTION PLAN AND INDIVIDUAL OPTION
AGREEMENTS GRANTED UNDER THE PIXELCAM, INC. 1998 EQUITY INCENTIVE PLAN
AND ASSUMED BY ZORAN CORPORATION AND INDIVIDUAL OPTION AGREEMENTS GRANTED
UNDER THE NOGATECH, INC. 1999 STOCK OPTION PLAN AND THE NOGATECH, INC.
2000 EQUITY INCENTIVE PLAN AND ASSUMED BY ZORAN CORPORATION
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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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Proposed maximum Proposed maximum
Title of Securities to be registered(1) Amount to be offering price per aggregate offering Amount of
registered share(3) price(3) registration fee
share(2)
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<S> <C> <C> <C> <C>
1993 STOCK OPTION PLAN
Common Stock 1,480,000 $43.78 $ 64,794,400 $17,105.72
Par Value $0.001
1995 EMPLOYEE STOCK PURCHASE PLAN
Common Stock 100,000 $51.50 $ 5,150,000 $ 1,359.60
Par Value $0.001
1995 OUTSIDE DIRECTORS STOCK OPTION PLAN
Common Stock 100,000 $51.50 $ 5,150,000 $ 1,359.60
Par Value $0.001
2000 NONSTATUTORY STOCK OPTION PLAN
Common Stock 300,000 $51.50 $ 15,450,000 $ 4,078.80
Par Value $0.001
ASSUMED PIXEL CAM OPTIONS 4,180
Common Stock $51.50 $ 215,270 $ 56.83
Par Value $0.001
ASSUMED NOGATECH OPTIONS 169,361
Common Stock $51.50 $ 8,722,091.50 $ 2,302.63
Par Value $0.001
TOTAL: 1,653,541 $99,481,761.50 $ 26,264
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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 and the 1995 Outside Directors
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 November 3, 2000, as reported on the National
Association of Securities Dealers Automated Quotations System. The 1995
Employee Stock Purchase Plan establishes a purchase price equal to 85% of
the fair market value of the Company's Common Stock, and, therefore, the
price for shares under this plan is based upon 85% of the average of the
high and low prices of the Common Stock on November 3, 2000, as reported on
the Nasdaq National Market. The price of the Assumed Options is computed on
the basis of the weighted average exercise prices of the Assumed Options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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)(l)(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 October 31,
2000.
Zoran Corporation
By: /s/ LEVY GERZBERG, Ph.D.
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Levy Gerzberg, Ph.D.,
President and Chief Executive Officer
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SIGNATURES AND POWER OF ATTORNEY
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 October 31, 2000.
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Signature Title
/s/ LEVY GERZBERG, PH.D.
------------------------------- President, Chief Executive Officer, and Director
Levy Gerzberg, Ph.D. (Principal Executive Officer)
/s/ KARL SCHNEIDER
------------------------------- Vice President of Finance, Chief Financial Officer
Karl Schneider (Principal Financial and Accounting Officer)
/s/ UZIA GALIL
------------------------------- Chairman of the Board of Directors
Uzia Galil
------------------------------- Director
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
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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