425 1 a425.txt FORM 425 Filed by: Zoran Corporation (Commission File No.: 0-27246 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject company: Nogatech, Inc. Commission File No.: 000-30635 Zoran expects to file a Registration Statement on Form S-4 in connection with the transactions, and both Zoran and Nogatech expect to mail a Proxy Statement/Prospectus to their respective stockholders containing information about the merger. WE URGE INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION CONCERNING ZORAN, NOGATECH, THE MERGER AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE REGISTRATION STATEMENT ON FORM S-4 AND THE PROXY STATEMENT/PROSPECTUS THROUGH THE WEBSITE MAINTAINED BY THE SECURITIES AND EXCHANGE COMMISSION AT www.sec.gov, AND FROM ZORAN AT (408) 919-4116. ZORAN AND ITS DIRECTORS AND CERTAIN OF ITS EXECUTIVE OFFICERS MAY BE DEEMED, UNDER SEC RULES, TO BE SOLICITING PROXIES FROM NOGATECH'S STOCKHOLDERS IN FAVOR OF THE PROPOSED MERGER. INFORMATION REGARDING THE IDENTITY OF THESE PERSONS, AND THEIR INTERESTS IN THE SOLICITATION, WILL BE SET FORTH IN A SCHEDULE 14A TO BE FILED WITH THE SEC AND AVAILABLE FREE OF CHARGE AT THE SEC WEBSITE AND PUBLIC REFERENCE ROOMS, AND FROM ZORAN AND THE TELEPHONE NUMBER ABOVE. 1 PowerPoint Presentation Distributed by Email to Industry Analysts and Members of the Technical Press PHOTOGRAPH OF PHOTOGRAPH OF DVD PLAYER DIGITAL CAMERA Zoran Corporation & Nogatech Inc. To Merge 2 ZORAN'S VISION - Lead the integration of Multimedia and Internet Revolution - Focus on DVD and Digital Camera markets - Expand to other digital audio/video high-growth markets - Leverage technology leadership - Accelerate growth by mergers and acquisitions 3 ZORAN TARGETS HIGH -GROWTH MARKETS Focus Markets PHOTOGRAPH OF PHOTOGRAPH OF Related Markets DVD PLAYER DIGITAL CAMERA PHOTOGRAPH PHOTOGRAPH OF OF PC AUDIO SPEAKERS DVD/SVCD Digital Cameras PC Video Systems Digital Audio ZORAN LOGO 4 LEADING CUSTOMERS TOSHIBA America SHARP AMOISONIC TCL ALTEC LANSING SKYWORTH NINTAUS BOSTON CAMBRIDGE SOUNDWORKS MARANTZ CREATIVE DOLBY HITACHI DENON OUTLAW SONY ELECTRONICS FOR RICOH MINOLTA SAMSUNG IMAGING PINNACLE MATROX SYSTEMS HAUPPAUGE! 5 NOGATECH LOGO NOGATECH, INC. VIDEO CONNECTIVITY BETWEEN VIDEO DEVICES, PCS, AND A VARIETY OF NETWORKS 6 ABOUT NOGATECH - Founded in 1993 in California - Incorporated in Delaware in 1999 - Completed IPO on May 17, 2000 - Headquarters in Santa Clara, California - Development facilities in Kfar Saba, Israel - Expertise in video imaging connectivity for PCs 7 NOGATECH'S STRENGTHS - Leader in video compression - Focused on high growth markets - Developed strong OEM relationships - Proven business model - Successful management team 8 NOGATECH ENABLES CONSUMER ELECTRONICS PHOTOGRAPH PHOTOGRAPH OF PHOTOGRAPH OF PHOTOGRAPH OF OF MONITOR VIDEO CAPTURE CAMCORDER LAPTOP WITH DEVICE CAMERA PC-TVs Video capture Camcorders Digital video PC devices cameras PHOTOGRAPH OF PHOTOGRAPH OF PHOTOGRAPH OF PORTABLE MODEM SET TOP BOX INTERNET DEVICE Cable Modems PC Set Top Boxes Mobile Internet 9 GROWING ADOPTION OF MPEG-4 Digital Camcorders Mobile Phones (3G) Digital Cameras Video Streaming SCREEN SHOT OF PHOTOGRAPH OF PHOTOGRAPH PHOTOGRAPH STREAMING DIGITAL CAMERA OF MOBILE OF VIDO PHONE CAMCORDER 10 WORLDWIDE CUSTOMERS SHARP PINNACLE SYSTEMS BELKIN I-O DATA FUJITSU X10 HAUPPAUGE! CAMTEL KENWOOD AME 11 ZORAN + NOGATECH = SUCCESS - Zoran successful PC Video & Digital Camera products - Nogatech successful Video Connectivity products for PCs and Networks - Together: One source, optimized performance, future integration, MPEG4 for Digital Cameras, Televisions, PCs and Internet & Mobile Appliances 12