SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 23, 2000
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(Date of earliest event reported)
Nogatech, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 000-30635 770525268
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(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
5201 Great America Parkway - Santa Clara, CA 95054
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(Address of principal executive offices, including zip code)
(408) 562-6200
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Item 5. Other Events
On August 23, 2000 Nogatech, Inc. (the "Company") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Zoran
Corporation, a Delaware corporation ("Zoran") and Zoom Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of Zoran
("Sub"). Under the Agreement, as more fully described in the press release
filed herewith, Sub will merge with and into the Company, each share of
common stock of the Company will be converted into 0.166 shares of common
stock of Zoran, and each share of common stock of Sub will be converted
into one share of common stock of the Company, which will become a
wholly-owned subsidiary of Zoran. Outstanding options to acquire the
Company common stock will be converted into Zoran options, and each
outstanding option to acquire one share of the Company common stock will
become an option to acquire 0.166 shares of Zoran common stock. The
Agreement has been approved by the respective Boards of Directors of the
Company and Zoran, and the transactions contemplated thereby are subject to
the approval of the shareholders of the Company and other customary closing
conditions. The acquisition contemplated by the Agreement will be accounted
for as a purchase and is intended to qualify as a tax-free reorganization.
A copy of the press release announcing the signing of the
Plan of Merger is attached as Exhibit 99.1 and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99.1 Press Release of Nogatech and Zoran, dated
August 24, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
NOGATECH, INC.
By: /s/ YARON GARMAZI
Name: Yaron Garmazi
Title: Chief Financial Officer
Dated: August __, 2000
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release of Nogatech and Zoran.
