Sigma Designs (SIGM) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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SIGMA DESIGNS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Supplement Dated March 21, 2018 to Proxy Statement Dated March 19, 2018

SPECIAL MEETING OF STOCKHOLDERS OF

SIGMA DESIGNS, INC. TO BE HELD ON APRIL 17, 2018

Sigma Designs, Inc. (“Sigma” or “we”) is furnishing this supplement dated March 21, 2018 to the proxy statement filed by Sigma with the Securities and Exchange Commission (“SEC”) on March 19, 2018, (the “proxy statement”), in connection with the special meeting of Sigma’s stockholders to be held on Tuesday, April 17, 2018, at 9:00 a.m. local time.

The following information supersedes any information in the proxy statement relevant to the applicable topic. Except as specifically set forth below, all information set forth in the proxy statement remains unchanged. We urge you to read this supplement carefully and in its entirety together with the proxy statement. Page references listed below are references to pages in the proxy statement. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the proxy statement.

Unaudited Pro Forma Condensed Consolidated Balance Sheets of Sigma Designs, Inc. Giving Effect to the Asset Sale and the Wired Connectivity Sale As of October 28, 2017 (proxy statement, page 112)

The table referenced above contained typographical errors. The corrected table reads as follows:

Unaudited Pro Forma Condensed Consolidated Balance Sheets of Sigma Designs, Inc.

Giving Effect to the Asset Sale and the Wired Connectivity Sale

As of October 28, 2017

 (In thousands)

	As Reported			Pro Forma Adjustments for Asset Sale (E)			Other Pro Forma Adjustments for Asset Sale			Pro Forma			Pro Forma Adjustments for Wired Connectivity Sale (G)			Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	69,219		$	-		$	240,000	A	$	309,219		$	23,464		$	332,683
Restricted cash		325			-			-			325			(325	)		-
Accounts receivable, net		19,628			(8,126	)		-			11,502			(2,531	)		8,971
Inventory		13,679			(9,331	)		-			4,348			(373	)		3,975
Prepaid expenses and other current assets		7,869			(520	)		-			7,349			(551	)		6,798
Total current assets		110,720			(17,977	)		240,000			332,743			19,684			352,427
Software, equipment and leasehold improvements, net		18,135			(2,958	)		-			15,177			(454	)		14,723
Intangible assets, net		21,957			(866	)		-			21,091			(1,288	)		19,803
Goodwill		10,594			-			-			10,594			-			10,594
Deferred tax assets		741			(1,877	)		-			(1,136	)		(545	)		(1,681	)
Long-term investments		910			-			-			910			-			910
Other non-current assets		4,138			(1,139	)		-			2,999			4,200			7,199
Intercompany and eliminating items		-			-			-			-			-			-
Total assets	$	167,195		$	(24,817	)	$	240,000		$	382,378		$	21,597		$	403,975
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	14,478		$	(5,420	)	$	-		$	9,058		$	(281	)	$	8,777
Accrued compensation and related benefits		10,020			(1,846	)		-			8,174			(1,206	)		6,968
Accrued liabilities		16,147			(3,815	)		-			12,332			(467	)		11,865
Total current liabilities		40,645			(11,081	)		-			29,564			(1,954	)		27,610
Income taxes payable		12,929			(1,407	)		2,000	B		13,522			-			13,522
Deferred tax liabilities		287			-			-			287			-			287
Other long-term liabilities		5,439			(1,619	)		-			3,820			(1,689	)		2,131
Total liabilities		59,300			(14,107	)		2,000			47,193			(3,643	)		43,550
Commitments and contingencies
Shareholders' equity
Common stock and additional paid-in capital		518,248			-			-			518,248			-			518,248
Treasury stock		(88,336	)		-			-			(88,336	)		-			(88,336	)
Accumulated other comprehensive loss		(891	)		-			-			(891	)		-			(891	)
Accumulated deficit		(321,126	)		-			227,290	C		(93,836	)		25,240			(68,596	)
Net Parent investment		-			(10,710	)		10,710	D		-			-			-
Total shareholders' equity		107,895			(10,710	)		238,000			335,185			25,240			360,425
Total liabilities and shareholders' equity	$	167,195		$	(24,817	)	$	240,000		$	382,378		$	21,597		$	403,975

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements