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): AUGUST 23, 2000
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ZORAN CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-27246 94-2794449
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer)
incorporation or organization) Identification No.)
3112 SCOTT BOULEVARD 95054
SANTA CLARA, CALIFORNIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (408) 919-4111
ITEM 5. OTHER EVENTS
On August 23, 2000, Zoran Corporation (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Zoom Acquisition
Corporation, a Delaware corporation and wholly-owned subsidiary of Zoran
("Sub"), and Nogatech, Inc., a Delaware corporation ("Nogatech"). Under the
Agreement, as more fully described in the press release filed herewith, Sub will
merge with and into Nogatech, each share of comon stock of Nogatech will be
converted into 0.166 shares of common stock of Zoran, and each share of common
stock of Sub will be converted into one share of common stock of Nogatech, which
will become a wholly-owned subsidiary of Zoran. Outstanding options to acquire
Nogatech common stock will be converted into Zoran options, and each outstanding
option to acquire one share of Nogatech common stock will become an option to
acquire 0.166 shares of Zoran common stock. The Agreement has been approved by
the respective Boards of Directors of Nogatech and Zoran, and the transactions
contemplated thereby are subject to the approval of the stockholders of Nogatech
and other customary closing conditions. The acquisition contemplated by the
Agreement will be accounted for as a purchase and is intended to qualify as a
tax-free reorganization.
A copy of the press release announcing the signing of the Plan of
Merger is attached as EXHIBIT 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit No. Description
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99.1 Press Release of Zoran and Nogatech dated
August 24, 2000.
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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.
Zoran Corporation
August 25, 2000 By: \\Karl Schneider\\
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Karl Schneider
Vice President of Finance and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release of Zoran and Nogatech dated August 24, 2000.
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