SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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/ / Soliciting Material Pursuant to Section 240.14a-12
ZORAN CORPORATION
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(Name of Registrant as Specified In Its Charter)
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September 6, 2000
To Our Stockholders:
We have previously mailed to you our supplement to the Proxy Statement dated
August 15, 2000, concerning the reconvened Annual Meeting of Stockholders to be
held on September 12, 2000. At the reconvened meeting, you were being asked to
approve a proposal to increase the number of authorized shares of Common Stock
from 20,000,000 to 55,000,000.
Since we mailed the supplement to you, Zoran and Nogatech, Inc. have signed a
definitive merger agreement. A copy of the press release announcing the merger
agreement is enclosed. This development will require us to delay seeking
stockholder approval of the proposed increase in our authorized shares.
Accordingly, we will not be reconvening the Annual Meeting on September 12.
After the completion of the merger, a new special meeting of stockholders will
be held at which you will be asked to approve a proposal to increase the number
of authorized shares. Proxy materials will be mailed to you prior to the special
meeting.
Thank you for your continued interest in Zoran. If you have any questions please
feel free to call the company at (408) 919-4111 or MacKenzie Partners, Inc.
toll-free (800) 322-2885 or collect (212) 929-5500.
Sincerely,
ZORAN CORPORATION
Levy Gerzberg, Ph.D.
President and Chief Executive Officer
NEWS RELEASE
Contact Information
MacKenzie Partners, Inc.
1-800-322-2885
or 212-929-5500
Betty Watkins
Zoran Corporation
408-919-4273
bettyw@zoran.com
ZORAN CORPORATION POSTPONES SEPTEMBER 12, 2000 STOCKHOLDERS' MEETING
UNTIL COMPLETION OF NOGATECH MERGER
Santa Clara, Calif. - September 6, 2000 - Zoran Corporation (Nasdaq: ZRAN), a
leading provider of digital solutions-on-a-chip for applications in the growing
multimedia and Internet consumer markets, announced today that it has postponed
the reconvened annual meeting previously scheduled for September 12, 2000, at
which shareholders were to vote on an additional proposal to increase the
authorized common stock from 20,000,000 to 55,000,000 shares.
On August 24, 2000, Zoran and Nogatech, Inc. announced that they had signed a
definitive merger agreement. The merger is subject to approval by the
stockholders of Nogatech, compliance with the notification and waiting period
requirements of the Hart-Scott-Rodino Antitrust Improvements Act, and other
customary conditions.
After the completion of the merger, Zoran expects to schedule a special meeting
of stockholders to consider the proposal to increase the authorized shares of
common stock.
ABOUT ZORAN CORPORATION
Zoran Corporation, based in Santa Clara, California, is a leading provider of
digital solutions-on-a-chip for applications in the growing multimedia and
Internet consumer markets. With almost two decades of expertise developing and
delivering digital compression technologies, Zoran has pioneered
high-performance processing into various audio, video, and imaging technologies.
Zoran's proficiency in integration delivers major benefits for OEM customers,
including greater capabilities within each product generation, reduced system
costs, and shorter time to market. Zoran is a leading supplier in the rapidly
expanding DVD and digital camera markets and in related applications of digital
audio and video. With headquarters in the U.S. and operations in Canada, China,
Israel, Japan, and Taiwan, Zoran may be contacted on the World Wide Web at
www.zoran.com or at 408-919-4111.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that are based on current
expectations and assumptions which involve a number of uncertainties and risks
that could cause actual results to differ materially from those discussed in the
forward-looking statements, including risks associated with: the rapidly
evolving markets for Zoran's and Nogatech's products and uncertainties regarding
the development of those markets; potential problems or unanticipated costs
relating to the integration of Nogatech's technology, employees, and operations;
new product development and the ongoing introduction of new and enhanced
products by Zoran and Nogatech and their competitors; Zoran's reliance on
independent foundries and contractors; intensive competition in the markets in
which Zoran and Nogatech compete; Zoran's historic dependence on sales to a
limited number of large customers; the dependence on key personnel; and the
reliance on international sales and operations. For additional information
regarding these and other risks, reference is made to Zoran's Annual Report on
Form 10-K for the year ended December 31, 1999 and other reports and documents
filed with the Securities and Exchange Commission and to Nogatech's reports and
documents filed with the Securities and Exchange Commission.
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