Filed by Nogatech, Inc.
Pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to
Rule 14a-12 of the
Securities Exchange Act of 1934
Commission File No: 000-30625
Subject Company: Nogatech, Inc.
On August 24, 2000, Nogatech, Inc. and Zoran Corporation distributed the
following powerpoint presentation materials:
POWERPOINT PRESENTATION
DISTRIBUTED BY EMAIL TO INDUSTRY ANALYSTS
AND TECHNICAL PRESS
PHOTOGRAPH OF PHOTOGRAPH OF
DVD PLAYER DIGITAL CAMERA
Zoran Corporation & Nogatech Inc. To Merge
------------------------------------------------------------------------------
ZORAN'S VISION
Lead the integration of Multimedia and Internet Revolution Focus on DVD and
Digital Camera markets Expand to other digital audio/video high-growth
markets Leverage technology leadership Accelerate growth by mergers and
acquisitions
------------------------------------------------------------------------------
ZORAN TARGETS HIGH -GROWTH MARKETS
Focus Markets
PHOTOGRAPH OF PHOTOGRAPH OF Related Markets
DVD PLAYER DIGITAL CAMERA
PHOTOGRAPH PHOTOGRAPH OF
OF PC AUDIO SPEAKERS
DVD/SVCD Digital Cameras
PC Video Systems Digital Audio
[ZORAN LOGO]
------------------------------------------------------------------------------
LEADING CUSTOMERS
TOSHIBA America SHARP AMOISONIC TCL
ALTEC LANSING SKYWORTH NINTAUS BOSTON
MARANTZ CAMBRIDGE CREATIVE DOLBY
SOUNDWORKS
HITACHI DENON OUTLAW SONY
RICOH MINOLTA SAMSUNG ELECTRONICS FOR
IMAGING
MATROX PINNACLE HAUPPAUGE!
SYSTEMS
------------------------------------------------------------------------------
[NOGATECH LOGO]
NOGATECH, INC.
VIDEO CONNECTIVITY BETWEEN VIDEO DEVICES,
PCS, AND A VARIETY OF NETWORKS
------------------------------------------------------------------------------
ABOUT NOGATECH
o Founded in 1993 in California
o Incorporated in Delaware in 1999
o Completed IPO on May 17, 2000
o Headquarters in Santa Clara, California
o Development facilities in Kfar Saba, Israel
o Expertise in video imaging connectivity for PCs
------------------------------------------------------------------------------
NOGATECH'S STRENGTHS
o Leader in video compression
o Focused on high growth markets
o Developed strong OEM relationships
o Proven business model
o Successful management team
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NOGATECH ENABLES CONSUMER ELECTRONICS
PHOTOGRAPH PHOTOGRAPH OF PHOTOGRAPH OF PHOTOGRAPH OF
OF MONITOR VIDEO CAPTURE CAMCORDER LAPTOP WITH
DEVICE CAMERA
<S> <C> <C> <C> <C>
PC-TVs Video capture devices Camcorders Digital video PC
cameras
PHOTOGRAPH OF PHOTOGRAPH OF PHOTOGRAPH OF PORTABLE INTERNET
MODEM SET TOP BOX DEVICE
Cable Modems PC Set Top Boxes Mobile Internet
----------------------------------------------------------------------------------------------
</TABLE>
GROWING ADOPTION OF MPEG-4
<TABLE>
<CAPTION>
Digital Camcorders Mobile Phones (3G) Digital Cameras Video Streaming
<S> <C> <C> <C> <C>
SCREEN SHOT OF PHOTOGRAPH OF PHOTOGRAPH PHOTOGRAPH
STREAMING DIGITAL CAMERA OF MOBILE OF
VIDO PHONE CAMCORDER
----------------------------------------------------------------------------------------------
</TABLE>
WORLDWIDE CUSTOMERS
SHARP PINNACLE SYSTEMS BELKIN
I-O DATA FUJITSU X10
HAUPPAUGE! CAMTEL
KENWOOD AME
------------------------------------------------------------------------------
ZORAN + NOGATECH = SUCCESS
o Zoran successful PC Video & Digital Camera products
o Nogatech successful Video Connectivity products for PCs and Networks
o Together: One source, optimized performance, future integration, MPEG4 for
Digital Cameras, Televisions, PCs and Internet & Mobile Appliances
------------------------------------------------------------------------------
FORWARD-LOOKING STATEMENTS
These materials contain 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.
Investors and security holders are advised to read the proxy
statement/prospectus regarding the business combination transaction
referenced in the foregoing information, when it becomes available, because
it will contain important information. Such proxy statement/prospectus will
be filed with the Securities and Exchange Commission by Nogatech, Inc.
Investors and security holders may obtain a free copy of the proxy
statement/ prospectus (when available) and other related documents filed by
Nogatech, Inc. and Zoran Corporation at the Commissions website at
www.sec.gov. The proxy statement/prospectus and the other documents may
also be obtained from Nogatech, Inc. by contacting Nogatech, Inc., Attn:
Liat Hod, 5201 Great American Parkway, Santa Clara, CA 95054, and/or Zoran
Corporation by contacting Zoran Corporation, Attn: Betty Watkins, 3112
Scott Boulevard, Santa Clara, CA 95054.
Nogatech, Inc., its directors, executive officers and certain other members
of Nogatech, Inc. management and employees may be soliciting proxies from
Nogatech, Inc. stockholders in favor of the merger. Information concerning
the participants will be set forth in the proxy statement/prospectus when
it is filed with the Securities and Exchange Commission.
# # #
Contact Information:
Betty Watkins Liat Hod
Zoran Corporation Nogatech, Inc.
408-919-4273 408-562-6200
bettyw@ zoran.com [email protected]
-----------------
* * * *
