As filed with the Securities and Exchange Commission on August 31, 2011
Registration No. 333- 49350
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZORAN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 94-2794449 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
1390 Kifer Road
Sunnyvale, California 94086
(Address of Registrant’s Principal Executive Office) (Zip Code)
1993 Stock Option Plan,
1995 Employee Stock Purchase Plan,
1995 Outside Directors Plan,
2000 Nonstatutory Stock Option Plan,
Pixelcam, Inc. 1998 Equity Incentive Plan,
Nogatech, Inc. 1999 Stock Option Plan and
Nogatech, Inc. 2000 Equity Incentive Plan
(Full title of the plan)
Will Gardiner
Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary
Zoran Corporation
1390 Kifer Road
Sunnyvale, California 94086
(408) 523-6500
(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
David J. Segre
Steven V. Bernard
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the “Amendment”) relates to the Registration Statement on Form S-8 (File No. 333-49350) (the “Registration Statement”), originally filed by Zoran Corporation, a Delaware corporation (the “Company”), November 6, 2000, which registers shares of the Company’s common stock to be offered or sold pursuant to the following plans (the “Shares”): 1993 Stock Option Plan; 1995 Employee Stock Purchase Plan; 1995 Outside Directors Plan; 2000 Nonstatutory Stock Option Plan; Pixelcam, Inc. 1998 Equity Incentive Plan; Nogatech, Inc. 1999 Stock Option Plan; and Nogatech, Inc. 2000 Equity Incentive Plan. The Company has filed this Amendment to withdraw and remove from registration the Company’s unissued and unsold Shares.
On August 31, 2011, pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of June 16, 2011, by and among CSR plc, a company organized under the laws of England and Wales (“CSR”), Zeiss Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of CSR (“Merger Sub”), and the Company, Merger Sub merged with and into the Company, with the Company surviving the merger as the wholly-owned subsidiary of CSR (the “Merger”).
As a result of the Merger, the offering of Shares pursuant to the Registration Statement has been terminated. In accordance with the Company’s undertaking in the Registration Statement to remove from registration by means of a post-effective amendment any securities registered which remain unsold at the termination of the offering, the Company hereby removes from registration all of the Shares registered but unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on August 31, 2011.
| ZORAN CORPORATION | ||
| By: | /s/ Will Gardiner | |
| Will Gardiner | ||
| Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary | ||
Pursuant to the requirements of the Securities Act of 1933, this Amendment has been signed below by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Will Gardiner | Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary and Sole Director (Principal Executive Officer and Principal Financial and Accounting Officer) | August 31, 2011 | ||
| Will Gardiner |
