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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
April 23, 1996
SIGMA DESIGNS, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 95-2848099
(State or other jurisdiction 000-15116 (IRS Employer
of Incorporation) (Commission File Number) Identification No.)
46501 Landing Parkway
Fremont, California 94538
(Address of principal executive offices, including zip code)
(510) 770-0100
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 23, 1996, Sigma Designs, Inc., a California corporation (the
"Registrant" or "Sigma") entered into a definitive agreement to acquire Active
Design Corporation, a California corporation (Active Design), by means of a
merger (the "Merger") of Sigma Acquisition Corp., a California corporation and
wholly owned subsidiary of the Registrant ("Sub"), with and into Active Design
pursuant to an Agreement and Plan of Reorganization, dated as of April 23, 1996
(the "Reorganization Agreement"), by and among the Registrant, Sub and Active
Design. The Merger was effected on April 30, 1996 (the "Effective Time"). As a
result of the Merger, Active Design became a wholly owned subsidiary of the
Registrant. Pursuant to the Reorganization Agreement, upon the Effective Time
of the Merger, all of the outstanding shares of Preferred Stock and Common Stock
of Active Design (collectively, the "Active Design Capital Stock") were
converted into the right to receive an aggregate of 1,123,760 shares of the
Registrant's Common Stock ("Sigma Common Stock"). In addition, all options to
purchase Active Design Capital Stock then outstanding (each an "Active Design
Option") under Active Design's 1996 Incentive Stock Option Plan were assumed by
Sigma. Each Active Design Option so assumed will continue to have, and be
subject to, the same terms and conditions set forth in the respective option
agreements applicable to such Active Design Option immediately prior to the
Effective Time, subject to adjustment of the number of shares and exercise price
thereof to reflect the exchange ratio of Active Design shares for Sigma shares.
Active Design is engaged in the development and design of VLSI circuits that
provide high performance graphics and 3-dimensional functionality on personal
computers. The terms of the Reorganization Agreement were negotiated via arms-
length negotiations between Sigma and Active Design.
In connection with the Merger, 101,138 shares of Sigma Common Stock
(collectively, the "Escrow Amount") of the consideration payable in connection
with the Merger were placed into escrow, to be held as security for any losses
incurred by Sigma in the event of certain breaches by Active Design of
representations, warranties and agreements contained in the Reorganization
Agreement. The Escrow Amount was contributed on behalf of each holder of Active
Design Capital Stock in proportion to the aggregate consideration otherwise
received by such holder by virtue of the Merger.
The acquisition of Active Design is intended to be a tax-free
reorganization under Section 368(a) of the Internal Revenue Code of 1986, as
amended, and is intended to be treated as a "pooling of interests" for financial
accounting purposes.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired.
The information which is set forth in the Registrant's Form on
10-K dated April 30, 1996 is incorporated herein by reference.
(b) Pro Forma Financial Information.
The information which is set forth in the Registrant's Form on
10-K dated April 30, 1996 is incorporated herein by reference.
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
2.1 Agreement and Plan of Reorganization, dated as of April 23,
1996, by and among Sigma Designs, Inc., Sigma Acquisition Corp.,
and Active Design Corporation.*
*The information which is set forth in Exhibit 10.11 to the
Registrant's Form on 10-K dated April 30, 1996 is incorporated
herein by reference.
</TABLE>
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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.
Dated: May 2, 1996
SIGMA DESIGNS, INC.
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(Registrant)
By: /s/ Q. Binh Trinh
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Name: Q. Binh Trinh
Title: Vice President, Finance and
Chief Financial Officer
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