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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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Zoran Corporation
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(Name of Issuer)
Common Stock, $001 par value
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(Title of Class of Securities)
98975F-10-1
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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13G
CUSIP NO: 98975F-10-1 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Frederick R. Adler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
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(b) X
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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Number of SOLE VOTING POWER
Shares 5 98,219 shares
Beneficially -----------------------------------------------------------------
Owned By Each SHARED VOTING POWER
Reporting 6 0 shares - But may be deemed to have shared power to vote
Person With a total of 239,498 shares by reason of being a General
Partner of each of the Partnerships that serves as a
General Partner of Venad IV and Venad IV-A (each being a
New York Limited Partnership), of 1520 Partners Ltd.
("1520"), a Florida Limited Partnership, by reason of
being President of Venad II Liquidation Corporation
("Venad II"), a Delaware Corporation and by reason of his
spouse, Catherine Adler, being trustee of a trust, each of
which is the beneficial owner of shares of the issuer.
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7 SOLE DISPOSITIVE POWER
98,219 shares
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8 SHARED DISPOSITIVE POWER
0 shares - But may be deemed to have shared power to
dispose a total of 239,498 shares by reason of being a
General Partner of each of the Partnerships that serves as
the General Partner of Venad IV and Venad IV-A and 1520,
being President of Venad II, a Delaware Corporation and by
reason of his spouse, Catherine Adler, being trustee of a
trust.
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,219 shares, except that Mr. Adler may be deemed to beneficially
own a total of 239,498 additional shares by reason of being a
General Partner of each of the Partnerships that serves as the
General Partner of Venad IV, VENAD IV-A, 1520, being President of
Venad II and by reason of his spouse, Catherine Adler, being trustee
of a trust. Mr. Adler expressly disclaims beneficial ownership of
such additional shares.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / X /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.08%
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12 TYPE OF REPORTING PERSON*
IN
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13G
CUSIP NO: 98975F-10-1 PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Venad IV
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) -----
(b) X
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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Number of SOLE VOTING POWER
Shares 5 199,000 shares - except that Frederick R. Adler, a
Beneficially General Partner of the General Partner of Venad IV may be
Owned By Each deemed to have shared power to vote these shares.
Reporting
Person With ----------------------------------------------------------------
SHARED VOTING POWER
6 0 shares (see response to Row 5 above)
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SOLE DISPOSITIVE POWER
7 199,000 shares - except that Frederick R. Adler, a General
Partner of the General Partner may be deemed to have
shared power to dispose these shares.
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8 SHARED DISPOSITIVE POWER
0 shares (See response to Row 7 above)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
199,000 shares
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.19%
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12 TYPE OF REPORTING PERSON*
PN
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Page 4 of 8 Pages
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Item 1 (a). Name of Issuer:
Zoran Corporation (the "Company")
Item 1 (b). Address of Issuer's Principal Executive Office:
2041 Mission College Blvd.
Suite 255
Santa Clara, California 95054
Item 2 (a). Name of Person Filing:
This statement is filed by Frederick R. Adler and Venad IV.
Frederick R. Adler is the General Partner of Venad Management
Associates, the General Partner of Venad IV. Mr. Adler and
Venad IV are sometimes collectively referred to as the
"Reporting Persons".
The Reporting Persons may be deemed to be a "group" for the
purposes of Section 13(d) and 13(g) of the Securities Exchange
Act of 1934, as amended (the "Act"), and the rules thereunder,
although each expressly disclaims any assertion or presumption
that it or any other persons on whose behalf this Statement and
the Agreement attached as Exhibit 1 hereto should not be
construed to be an admission that any of the Reporting Persons
is a member of a "group" consisting of one or more persons.
Item 2 (b). Address of Principle Business Office or, if none, Residence:
The address of the principal business office of Mr. Adler is
c/o Adler & Company, 1520 South Ocean Boulevard, Palm Beach, FL
33480. The principal business office of Venad IV is c/o Venad
Administrative Services, Inc., 100 First Stamford Place,
Stamford, CT 06902.
Item 2(c). Citizenship:
Mr. Adler is a United States citizen. Venad IV is a New York
Limited Partnership.
Item 2 (d). Title of Class of Securities:
Common Stock, $.001/par value per share ("Common Stock")
Item 2(e). CUSIP Number:
98975F-10-1
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Page 5 of 8 Pages
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Item 3. Description of Person Filing:
Not Applicable.
Item 4. Ownership:
The following information with respect to ownership of Common
Stock of the Company by the persons filing this Statement is
provided as of December 31, 1996, the last day of the year
covered by this Statement.
(a) Amount beneficially owned: See Row 9 of cover
page for each Reporting Person.
(b) Percent of class: See Row 11 of cover page for
each Reporting Person.
(C) Number of shares as to which such person has:
(I) Sole power to vote or to direct
the vote: See Row 5 of cover page
for each Reporting Person.
(ii) Shared power to vote or to direct
the vote: See Row 6 of cover page
for each Reporting Person.
(iii) Sole power to dispose or direct
the disposition of: See Row 7 of
cover page for each Reporting
Person.
(iv) Shared power to dispose or direct
the disposition of: See Row 8 of
cover page for each Reporting
Person.
Item 5. Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact that as of
the date hereof, the Reporting Persons have ceased to be the
beneficial owners of more than five percent of the Common
Stock, check the following: X
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
To the best knowledge of each of the Reporting Persons, no
person other than each of the Reporting Persons will have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the Common
Stock owned by the Reporting Persons, respectively, except that
Mr. Adler may be deemed to have such rights and powers with
respect to the shares beneficially owned by Venad IV, Venad
IV-A, 1520, Venad II and Mr. Adler's spouse, Catherine Adler by
reason of his being a General Partner (or General Partner of a
General Partner) of the General Partner of Venad IV, Venad IV-A
and 1520 and by reason of being President of Venad II and by
reason of Mrs. Adler being trustee of a trust.
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Page 6 of 8 Pages
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Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Frederick R. Adler is the General Partner of Venad Management
Associates, the General Partner of Venad IV. Venad IV is a New
York Limited Partnership.
The Reporting Persons may be deemed to be a "group" for the
purposes of Sections 13(d) and 13 (g) of the Act and the rules
thereunder, although each expressly disclaims any assertion or
presumption that it or any of the other persons on whose behalf
this Statement is filed constitutes a "group". The filing of
this statement should not be construed to be an admission that
any of the Reporting Persons is a member of a "group"
consisting of one or more persons.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
Not applicable.
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Page 7 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this Statement is true, complete and
correct.
February 14, 1997
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Frederick R. Adler, in his individual capacity,
and in his capacity as the General Partner of the
General Partner of Venad IV
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Page 8 of 8 Pages EXHIBIT 1
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AGREEMENT TO FILE JOINT
STATEMENT ON SCHEDULE 13G
AGREEMENT, this 14th day of February, 1997, by and among Venad
IV, a New York Partnership and Frederick R. Adler ("Mr. Adler") on behalf of
himself and as General Partner of the Partnership that serves as the General
Partner of Venad IV.
WHEREAS, the Common Stock has been registered by Zoran
Corporation under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the "Act");
WHEREAS, pursuant to Rule 13d-1 under the Act, any person who
holds more than five percent (5%) of such a class of registered equity
securities as of the end of any calendar year is permitted to file with the
Securities and Exchange Commission a statement on Schedule 13G in certain
circumstances; and
WHEREAS, Rule 13d-1 (f) under the law provides that whenever
two or more persons are permitted to file a statement on Schedule 13G with
respect to the same securities, only one such statement need be filed,
provided such persons agree in writing that such statement is filed on behalf
of each of them.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereby agree as
follows:
VENAD IV AND MR. ADLER hereby agree, in accordance with Rule
13d-1 (f) under the Act, to file the statement on Schedule 13G (the
"Statement") with respect to the Common Stock beneficially owned or that may
be deemed to be beneficially owned by each of them pursuant to Sections 13(d)
and 13(g) of the Act and the rules thereunder.
VENAD IV AND MR. ADLER hereby agree that this Statement shall
be filed on behalf of each of them and that a copy of this Agreement shall be
filed as an Exhibit thereto in accordance with Rule 13d-(f) (iii) under the
Act.
This Agreement and the filing of the Statement shall not be
construed to be an admission that Venad IV and Mr. Adler are members of a
"group" pursuant to Sections 13(d) and 13 (g) of the Act and the rules
thereunder consisting of one or more such persons.
IN WITNESS WHEREOF, the parties have executed this Agreement or
caused this Agreement to be signed on their behalf by their duly authorized
representatives as of the date first written above.
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Frederick R. Adler, in his individual capacity,
and in his capacity as the General Partner of the
General Partner of Venad IV
