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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
Date of Report (Date of earliest event reported): FEBRUARY 22, 2000
FAROUDJA, INC.
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(exact name of Registrant as specified in its charter)
Delaware 0-23107 77-0444978
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
750 Palomar Avenue 94086
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(Address of principal executive offices) (zip code)
Registrant's Telephone Number, including Area Code: (408) 735-0142
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITIONS OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On February 22, 2000, Sage, Inc. issued a press release (which is attached
hereto as an Exhibit) announcing that it had signed an Agreement and Plan of
Merger and Reorganization with Faroudja, Inc. (the "Agreement and Plan of
Merger") pursuant to which Faroudja, Inc. will merge into a wholly-owned
subsidiary of Sage, Inc. in a stock for stock transaction.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
Item 601(a)
of Regulation S-K
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Exhibit No. Description
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99 Press release dated February 22, 2000 announcing the
signing of the Agreement and Plan of Merger.
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ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
2
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not applicable.
3
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Faroudja, Inc.
(Registrant)
Dated: March 2, 2000 By: /s/ Kenneth S. Boschwitz
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Name: Kenneth S. Boschwitz
Title: Vice President - Business
Development, General Counsel & Secretary
4
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INDEX TO EXHIBITS
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Exhibit No. Description
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99 Press release dated February 22, 2000 announcing the
signing of the Agreement and Plan of Merger.
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Exhibit No. 99
SAGE, INC. TO ACQUIRE FAROUDJA, INC.
ACQUISITION BRINGS TOGETHER THE LEADING IMAGE PROCESSING AND VIDEO
ENHANCEMENT TECHNOLOGIES FOR DIGITAL DISPLAYS
SAN JOSE, Calif. and SUNNYVALE, Calif., Feb. 22 /PRNewswire/ -- Sage, Inc.
(Nasdaq: SAGI - NEWS), a leading supplier of digital display processors, and
Faroudja, Inc. (Nasdaq: FDJA - NEWS), a world leader in high performance video
processing technologies, today announced that they have signed a definitive
agreement for Faroudja to merge into a wholly owned subsidiary of Sage in a
stock-for-stock transaction.
Each share of Faroudja will be converted into .285 shares of Sage common stock.
The stockholders of Faroudja will receive approximately 3.9 million shares of
Sage common stock, valued at approximately $155 million based on Sage's closing
price on February 18, 2000. The merger is expected to be tax-free to Faroudja
stockholders. The transaction has been unanimously approved by the boards of
directors of both companies and is expected to close in the quarter ending June
30, 2000, subject to approval by each company's shareholders. The transaction,
which will be accounted for as a purchase, is expected to become accretive to
Sage's cash earnings per share during calendar 2001.
"Sage is very excited to be working with Faroudja's talented team," said Chandra
Reddy, CEO of Sage. Mr. Reddy, who will lead the combined organization added,
"Sage's leading position in display processing, combined with Faroudja's video
enhancement expertise, well-respected brand and extensive patent portfolio
presents many new opportunities. Together, we will provide the premier solutions
for today's display devices and be well positioned to provide a best-of-class
imaging solution for a new generation of displays for PCs, TVs, and digital
appliances. Combining the companies will enable us to accelerate the development
of new, high value-added IC products to address these and other emerging digital
video applications. The combined business will be significantly stronger in
terms of technology, marketing, distribution and financial perspectives with a
total market opportunity of hundreds of millions of units annually."
"Sage and Faroudja have already worked closely together under our existing joint
licensing and development agreement and both sides are very pleased with the
results to date," observed Glenn W. Marschel, Jr., President and CEO of
Faroudja, who will be joining the Sage Board at the closing of the transaction.
"We at Faroudja have spoken consistently of our strategy of developing and
marketing high-performance chips for emerging display markets. Sage has proven
to be the pacesetter in achieving rapid time-to-market for digital display
processors, and we believe that together we can rapidly deliver a superset of
imaging and video functionality in a single-chip design. Sage has already
developed a strong distribution and customer support network for these chip
products."
Chandra Reddy commented further, "This is a highly strategic acquisition for
Sage. We will continue to operate the Faroudja home theater and broadcast
businesses as separate units in the same manner as our traditional systems
business. However we plan to combine our semiconductor interests to form a
single business group focused on providing a full range of breakthrough video
solutions to the world's leading display manufacturers."
About Sage Inc.
Sage Inc. is a leading supplier of digital display processing electronics. Sage
delivers cost-efficient, ASIC and board-level, solutions that effectively take
video from any source in any
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format and process it for display on any screen at any resolution. Through
increasing levels of integration in successive generations of its
controllers, Sage is helping drive down system costs for display
manufacturers, thereby accelerating the adoption of new display technologies
by mainstream PC markets, such as digital desktop monitors, and by consumer
electronics markets, such as flat TVs and micro displays for digital
appliances.
About Faroudja, Inc.
Faroudja is a world leader in high performance video processing technologies for
markets requiring superior image quality solutions. Faroudja provides innovative
products for the HDTV broadcast, home theater, digital television and PC/TV
convergence markets. Faroudja's technologies are protected by more than 60
patents. Faroudja has received numerous awards, including an Emmy award for
Engineering Development and a Lifetime Achievement Emmy presented in June 1998
to its founder, Yves Faroudja.
This press release contains forward-looking statements concerning the intentions
and expectations of Sage and Faroudja concerning the effects of the merger of
the two companies. These intentions and expectations are subject to risks,
uncertainties and other factors, many of which are outside their control. These
factors include uncertainties in operating results, difficulties in integrating
the two companies, delays in achieving developmental milestones, the impact of
competitive products and pricing, changing display device standards, the failure
of the digital display market to develop and grow as expected, the impact of
losses of key personnel and difficulties in hiring replacements under current
tight labor market conditions, and other risks set forth under the caption "Risk
Factors" in the final registration statement relating to Sage's recent initial
public offering dated November 11, 1999 and under the caption "Factors Affecting
Future Operating Results" in Faroudja's Annual Report on Form 10-K for the year
ended December 31, 1998, in its quarterly reports on Form 10-Q for the quarters
ended March 31, 1999, June 30, 1999, September 30, 1999 and other filings with
the SEC.
