-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qrhw/63quyi4RtzISZIh7tELcX4JbB9e5U9puJvGg2zZJkAdj7ckaOzUrceSnnm5 EGZ/vyCrdqoiDi6lP7/55g== 0000912057-00-054585.txt : 20001225 0000912057-00-054585.hdr.sgml : 20001225 ACCESSION NUMBER: 0000912057-00-054585 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001222 EFFECTIVENESS DATE: 20001222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZORAN CORP \DE\ CENTRAL INDEX KEY: 0001003022 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942794449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52598 FILM NUMBER: 794646 BUSINESS ADDRESS: STREET 1: 3112 SCOTT BOULEVARD STREET 2: SUITE 255 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089194111 MAIL ADDRESS: STREET 1: 3112 SCOTT BOULEVARD STREET 2: SUITE 255 CITY: SANTA CLARA STATE: CA ZIP: 95054 S-8 1 a2033918zs-8.txt S-8 As filed with the Securities and Exchange Commission on December 22, 2000 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 (I.R.S. employer identification no.) incorporation or organization) 3112 Scott Boulevard Santa Clara, California 95054 --------------------------------------------------- (Address of principal executive offices) (Zip code) ZORAN CORPORATION 1993 STOCK OPTION PLAN --------------------------------------------------- (Full title of the plan) Levy Gerzberg, Ph.D. President and Chief Executive Officer Zoran Corporation 3112 Scott Boulevard Santa Clara, California 95054 ----------------------------------------------------------- (Name and address of agent for service) Telephone number, including area code, of agent for service: (408) 919-4111. This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended.
- ------------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------- Amount to be Proposed maximum Proposed maximum Title of Securities to be registered(1) registered offering price per aggregate offering Amount of share(2) share(3) price(3) registration fee - ------------------------------------------------------------------------------------------------------------------------- 1993 STOCK OPTION PLAN Common Stock 350,000 $13.96 $4,886,000 $1,290 Par Value $0.001 TOTAL: 350,000 $4,886,000 $1,290
- ------------- 1 The securities to be registered include options to acquire such Common Stock. 2 Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction. 3 Estimated pursuant to Rule 457 solely for purposes of calculating the registration fee. As to shares subject to outstanding but unexercised options under the 1993 Stock Option Plan, the price is computed on the basis of the weighted average exercise price. As to the remaining shares under the 1993 Stock Option Plan, the price is based upon the average of the high and low prices of the Common Stock on December 20, 2000, as reported on the National Association of Securities Dealers Automated Quotations System. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE Zoran Corporation (the "Company") hereby incorporates by reference in this registration statement the following documents: (a) The Company's latest annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), containing audited financial statements for the Company's latest fiscal year ended December 31, 1999, as filed with the Securities and Exchange Commission on March 30, 2000, and as amended on May 5,2000 (No. 0-27246). (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the registrant document referred to in (a) above. (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES The class of securities to be offered is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Inapplicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Delaware law authorizes corporations to eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breach or alleged breach of the directors' "duty of care." While the relevant statute does not change directors' duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. The statute has no effect on directors' duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, illegal payment of dividends and approval of any transaction from which a director derives an improper personal benefit. The Company has adopted provisions in its Certificate of Incorporation which eliminate the personal liability of its directors to the Company and its stockholders for monetary damages for breach or alleged breach of their duty of care. The Bylaws of the Company provide for indemnification of its directors, officers, employees and agents to the full extent permitted by the General Corporation Law of the State of Delaware, the Company's state of incorporation, including those circumstances in which indemnification would otherwise be discretionary under Delaware Law. Section 145 of the General Corporation Law of the State of Delaware provides for indemnification in terms sufficiently broad to indemnify such individuals, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Inapplicable. ITEM 8. EXHIBITS See Exhibit Index. ITEM 9. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURE Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on December 21, 2000. Zoran Corporation By: /s/ Levy Gerzberg -------------------------------------------- Levy Gerzberg, Ph.D., President and Chief Executive Officer SIGNATURES AND POWER OF ATTORNEY -------------------------------- The officers and directors of Zoran Corporation whose signatures appear below, hereby constitute and appoint Levy Gerzberg, Ph.D. and Karl Schneider, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this registration statement on Form S-8, and each of the undersigned does hereby ratify and confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on December 21, 2000.
Signature Title /s/ Levy Gerzberg President, Chief Executive Officer, and Director - ------------------------------- (Principal Executive Officer) Levy Gerzberg, Ph.D. /s/ Karl Schneider Vice President of Finance, Chief Financial Officer - ------------------------------- (Principal Financial and Accounting Officer) Karl Schneider /s/ Uzia Galil Chairman of the Board of Directors - ------------------------------- Uzia Galil /s/ James D. Meindl Director - ------------------------------- James D. Meindl /s/ Arthur B. Stabenow - ------------------------------- Director Arthur B. Stabenow /s/ Philip M. Young - ------------------------------- Director Philip M. Young
EXHIBIT INDEX ------------- 4.1 Restated Certificate of Incorporation of the Company is incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form SB-2 filed with the Securities and Exchange Commission, effective on December 14, 1995 (No. 33-98630-LA) 4.2 Bylaws of the Company are incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form SB-2 filed with the Securities and Exchange Commission, effective on December 14, 1995 (No. 33-98630-LA) 4.3 Amended and Restated Stock Rights Agreement dated July 30, 1993, among the Company and certain of its stockholders, as amended, is incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form SB-2 filed with the Securities and Exchange Commission, effective on December 14, 1995 (No. 33-98630-LA) 5 Opinion re legality 23.1 Consent of Counsel (included in Exhibit 5) 23.2 Consent of PricewaterhouseCoopers LLP 24 Power of Attorney (included in signature pages to this registration statement)
EX-5 2 a2033918zex-5.txt EXHIBIT 5 EXHIBIT 5 [Letterhead of GRAY CARY WARE & FREIDENRICH LLP] December 21, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: As legal counsel for Zoran Corporation, a Delaware corporation (the "Company"), we are rendering this opinion in connection with the registration under the Securities Act of 1933, as amended, of up to 350,000 shares of the Common Stock, $0.001 par value, of the Company which may be issued pursuant to the exercise of options granted under the Zoran Corporation 1993 Stock Option Plan. We have examined all instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. We are admitted to practice only in the State of California and we express no opinion concerning any law other than the law of the State of California, the corporation laws of the State of Delaware and the federal law of the United States. As to matters of Delaware corporation law, we have based our opinion solely upon our examination of such laws and the rules and regulations of the authorities administering such laws, all as reported in standard, unofficial compilations. We have not obtained opinions of counsel licensed to practice in jurisdictions other than the State of California. Based on such examination, we are of the opinion that the 350,000 shares of Common Stock which may be issued upon exercise of options granted under the Plan are duly authorized shares of the Company's Common Stock, and, when issued against receipt of the consideration therefor in accordance with the provisions of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and the use of our name wherever it appears in said Registration Statement. Very truly yours, /s/ GRAY CARY WARE & FREIDENRICH LLP GRAY CARY WARE & FREIDENRICH LLP EX-23.2 3 a2033918zex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 25, 2000 relating to the financial statements of Zoran Corporation, which appears in Zoran Corporation's Annual Report on Form 10-K for the year ended December 31, 1999. We also hereby consent to the incorporation by reference in this Registration Statement of Form S-8 of our report dated May 26, 2000 relating to the financial statements of PixelCam, Inc., which appears in the Current Report on Form 8-K/A of Zoran Corporation dated June 28, 2000. /s/ PricewaterhouseCoopers LLP San Jose, California December 21, 2000 -----END PRIVACY-ENHANCED MESSAGE-----