8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 11, 2003

ZORAN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-27246	94-2794449
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3112 Scott Boulevard
Santa Clara, California 95054
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:  (408) 919-4111

Not Applicable
(Former name or former address, if changed since last report)

Item 2.  Acquisition or Disposition of Assets

On August 11, 2003, pursuant to an Agreement and Plan of Reorganization dated as of May 4, 2003 (the “Merger Agreement”) among Zoran Corporation, a Delaware corporation (“Zoran”), Zinc Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Zoran (“Merger Sub”), and Oak Technology, Inc., a Delaware corporation (“Oak”), Oak was merged with and into Merger Sub (the “Merger”).  Pursuant to the terms of the Merger Agreement, each outstanding share of Oak common stock was converted into the right to receive 0.2323 of a share of Zoran common stock and $1.78 in cash, for total merger consideration of approximately 13,180,074 shares of Zoran common stock and approximately $101 million in cash.  Also under the terms of the Merger Agreement, each outstanding option to acquire Oak common stock eligible for assumption was assumed by Zoran (an “Assumed Option”) and became exercisable for a number of shares of Zoran common stock determined by multiplying 0.3333 by the number of shares of Oak common stock underlying such option at an exercise price per Zoran share determined by dividing the aggregate exercise price of the Oak option by the number of full shares of Zoran common stock deemed purchasable pursuant to such assumed Oak option.  In addition, each outstanding option to acquire Oak common stock ineligible for assumption under the terms of the Merger Agreement which was held by an individual expected to remain an employee of Zoran following the Merger was replaced by an option ( a “Replacement Option”) granted on August 11, 2003 to purchase a number of shares of Zoran common stock determined by multiplying the number of shares of Oak common stock underlying the replaced option by a valuation ratio determined in accordance with the Merger Agreement and by further multiplying the resulting product by 0.3333.  The exercise price per Zoran share subject to each Replacement Option is $23.91, an amount equal to the closing sale price per share of Zoran common stock as reported on the Nasdaq National Market on August 11, 2003.

The Company prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-4 which became effective on July 3, 2003, with respect to shares of Zoran common stock issued in the Merger.  In addition, Zoran intends to register with the Commission on Form S-8 the shares of Zoran common stock issuable upon exercise of the Assumed Options and the Replacement Options.

A copy of the press release announcing the effectiveness of the Merger is attached as Exhibit 99.1 and is incorporated herein by reference.

A copy of the press release announcing updated guidance to include Zoran’s acquisition of Oak Technology, Inc. is attached as Exhibit 99.2 and is incorporated herein by reference.

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Item 7.  Financial Statements and Exhibits

                (a)           The financial statements of Oak Technology, Inc. required pursuant to Rule 3-05 of Regulation S-X were previously reported in Zoran’s Registration Statement on Form S-4 (No. 333-105993), which became effective on July 3, 2003 (the “Registration Statement”), and pursuant to General Instruction B.3. of Form 8-K are not additionally reported herein.

                (b)           The pro forma financial information of Oak Technology, Inc. required pursuant to Article 11 of Regulations S-X was previously reported in the Registration Statement, and pursuant to General Instruction B.3. of Form 8-K are not additionally reported herein.

                (c)           Exhibits:

Exhibit No.	Description
2.1*	Agreement and Plan of Reorganization dated as of May 4, 2003 among Zoran Corporation, a Delaware corporation (“Zoran”), Zinc Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Zoran and Oak Technology, Inc., a Delaware corporation, as amended by First Amendment and Second Amendment appended thereto.
2.2	Third Amendment to Agreement and Plan of Reorganization.
99.1	Press Release of Zoran Corporation issued on August 11, 2003 announcing the effectiveness of the merger.
99.2	Press Release of Zoran Corporation issued on August 11, 2003 announcing updated guidance to include Zoran’s acquisition of Oak Technology, Inc.

* Incorporated by reference to Exhibit 2.1 to the registrant’s Registration Statement on Form S-4 (No. 333-105993) filed with the Securities and Exchange Commission, which became effective on July 3, 2003.

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SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZORAN CORPORATION
Date:  August 13, 2003	By:	/s/ Karl Schneider
		Karl Schneider
		Senior Vice President of Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
2.1*	Agreement and Plan of Reorganization dated as of May 4, 2003 among Zoran Corporation, a Delaware corporation (“Zoran”), Zinc Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Zoran and Oak Technology, Inc., a Delaware corporation, as amended by First Amendment and Second Amendment appended thereto.
2.2	Third Amendment to Agreement and Plan of Reorganization.
99.1	Press Release of Zoran Corporation issued on August 11, 2003 announcing the effectiveness of the merger.
99.2	Press Release of Zoran Corporation issued on August 11, 2003 announcing updated guidance to include Zoran’s acquisition of Oak Technology, Inc.

* Incorporated by reference to Exhibit 2.1 to the registrant’s Registration Statement on Form S-4 (No. 333-105993) filed with the Securities and Exchange Commission, which became effective on July 3, 2003.

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EX-2.2

Exhibit 2.2

THIRD AMENDMENT TO

AGREEMENT AND PLAN OF REORGANIZATION

                THIS AMENDMENT is made and entered into as of August 7, 2003 by and among Zoran Corporation, a Delaware corporation (“Zoran”), Zinc Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Zoran (“Sub”), and Oak Technology, Inc., a Delaware corporation (“Oak”).

RECITALS

                A.            Zoran, Sub and Oak have entered into an Agreement and Plan of Reorganization dated as of May 4, 2003, an Amendment to Agreement and Plan of Reorganization, dated as of June 6, 2003, and a Second Amendment to Agreement and Plan of Reorganization, dated as of June 30, 2003, (collectively, the “Amended Agreement”), pursuant to which the parties have agreed that Oak will merge with and into Sub; and

                B.            The parties desire to further amend certain provisions of the Amended Agreement, as hereinafter set forth;

                NOW, THEREFORE, the parties agree as follows:

                1.             Section 6.13 of the Amended Agreement shall be amended to read in full as follows:

“(a)         At the Effective Time, each then outstanding Oak Option (to the extent unexercised) that is not an Excluded Oak Option (as defined in Section 6.13(b)) and that is not held by a consultant or former consultant to Oak shall, whether vested or unvested, be assumed by Zoran and shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Oak Option, a number of shares of Zoran Common Stock (rounded down to the nearest whole number) equal to the product of (A) the number of shares of Oak Common Stock purchasable pursuant to such Oak Option (without regard to vesting) immediately prior to the Effective Time and (B) a decimal fraction (the “Option Exchange Ratio”) equal to 0.3333, which fraction the parties agree is the value of the sum of (1) the Per Share Stock Consideration and (2) the Per Share Cash Consideration on the last trading day prior to the date of this Agreement, at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Oak Common Stock otherwise purchasable pursuant to such Oak Option (without regard to vesting) immediately prior to the Effective Time divided by (ii) the number of full shares of Zoran Common Stock deemed purchasable pursuant to such Oak Option in accordance with the foregoing; provided, however, that in the case of any Oak Options to which Section 422 of the Code applies (“incentive stock options”), the option exercise

price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be calculated differently, if necessary, in order to comply with Section 424(a) of the Code.  Notwithstanding the foregoing, except to the extent provided by Section 6.13(c)(iv), the unvested portion, if any (determined as of the Effective Time), of each Oak Option outstanding at the Effective Time which is held by an individual who does not, immediately following the Effective Time, become an employee of Zoran or the Surviving Corporation or a member of the Zoran Board of Directors shall not be assumed, but shall instead terminate and cease to be outstanding in accordance with its terms, and the vested portion of such Oak Option shall be assumed by applying this Section 6.13(a) only to such vested portion.  For purposes of the preceding sentence, the determination at the Effective Time of that portion, if any, of an Oak Option which is unvested shall take into account the acceleration of vesting, if any, occurring under the terms of such Oak Option or any other agreement to which the holder of such option is a party or plan in which such holder is a participant.

(b)           Zoran shall not assume those Oak Options outstanding at the Effective Time which are Excluded Oak Options.  “Excluded Oak Options” shall mean those Oak Options outstanding at the Effective Time (other than any such Oak Option described in Section 6.13(c)) which, were they to be assumed and converted into options to acquire shares of Zoran Common Stock in accordance with Section 6.13(a), would have an exercise price per share determined in accordance with Section 6.13(a) which would exceed an amount (the “Assumption Threshold”) equal to one hundred five percent (105%) of the closing sale price of a share of Zoran Common Stock on the last trading day prior to the Effective Time.  Excluded Oak Options shall terminate and cease to be outstanding effective at the Effective Time in accordance with their terms.  Zoran shall grant immediately following the Effective Time to each holder of an Excluded Oak Option who is an employee of Zoran or the Surviving Corporation immediately following the Effective Time a nonstatutory stock option (a “New Zoran Option”) to purchase a number of shares of Zoran Common Stock (rounded down to the nearest whole number) determined by multiplying the number of shares of Oak Common Stock purchasable pursuant to such Excluded Oak Option (without regard to vesting) immediately prior to the Effective Time by the applicable Valuation Ratio (as defined below) and by further multiplying such product by the Option Exchange Ratio.  A “Valuation Ratio” shall be established with respect to each of one or more groups of Excluded Oak Options having exercise prices falling within such ranges of exercise prices as the parties shall agree.  Each such Valuation Ratio with respect to a given Excluded Oak Option exercise price range shall be a fraction by which a hypothetical Oak option for one share of Oak Common Stock having an exercise price equal to the closing sale price of a share of Oak Common Stock on the last trading day prior to the Effective Time would have to be multiplied to approximate the value per share of an Excluded Oak Option having the average exercise price within such exercise

price range, and such fraction shall be determined substantially in the manner described in Proposal 4 set forth in the Proxy Statement filed by Oak with the SEC in connection with the annual meeting of the stockholders of Oak held on December 18, 2002 (the “Exchange Program”).  The exercise price per share of each New Zoran Option shall be an amount equal to the closing sale price of a share of Zoran Common Stock on the Closing Date.  Except as provided in the following sentence, each New Zoran Option shall vest and become exercisable on the same basis as would have applied had such option been granted as a new option pursuant to the Exchange Program, provided that recognition of the vesting of New Zoran Options in accordance with the Exchange Program shall commence on the date of grant of such option rather than on the date six months following such grant.  Each New Zoran Option granted to an individual (other than Young Sohn) who enters into a transitional employment agreement with Zoran or the Surviving Corporation which contemplates a term of employment ending on a date specified thereby (the “Extended Termination Date”) shall become exercisable only on and after the Extended Termination Date, provided that such individual’s employment has not terminated prior to such date, to the extent vested as of such Extended Termination Date as determined on the same basis as would have applied had such option been granted as a new option pursuant to the Exchange Program.  Except as otherwise provided herein, each New Zoran Option shall be subject to the terms and conditions of the Zoran stock option plan pursuant to which it is granted and the standard form of stock option agreement used in connection with such plan.

(c)           The following Oak Options shall not be treated as Excluded Oak Options in accordance with Section 6.13(b), but shall instead be assumed by Zoran pursuant to Section 6.13(a) notwithstanding that upon such assumption any such Oak Option may have an exercise price per share of Zoran Common Stock subject to such option which exceeds the Assumption Threshold:

                (i)            each Oak Option (to the extent then unexercised) remaining outstanding at the Effective Time which is held by a non-employee member of the Oak Board of Directors;

                (ii)           each Oak Option (to the extent then unexercised and vested) remaining outstanding at the Effective Time which is held by an Oak employee who does not, immediately following the Effective Time, become an employee of Zoran or the Surviving Corporation;

                (iii)          each Oak Option (to the extent then unexercised, whether vested or unvested) remaining outstanding at the Effective Time which is held by an individual who, as of the Effective Time, has not entered into a transitional employment agreement with Zoran or the Surviving Corporation and who either has been given notice of, or has given notice of, the termination of his or her employment effective as of a time following the Effective Time; and

                (iv)          each Oak Option (to the extent then unexercised, whether vested or unvested) remaining outstanding at the Effective Time which was originally granted under the Xionics 1993 Stock Option Plan, Xionics 1995 Stock Option Plan or Xionics 1996 Stock Option Plan and assumed by Oak.

(d)           As soon as reasonably practicable after the Effective Time, Zoran shall deliver to each holder of an Oak Option assumed pursuant to Section 6.13(a) an appropriate notice evidencing the foregoing assumption of the option by Zoran.  Zoran shall comply with the terms of the Oak Option Plans and the agreements evidencing the assumed Oak Options, subject to the adjustments pursuant to this Section, and ensure, to the extent required by, and subject to the provisions of each such plan and agreement, that any such assumed Oak Options which qualified as incentive stock options immediately prior to the Effective Time will continue to qualify as incentive stock options after the Effective Time to the maximum extent permitted by Section 422 of the Code.

(e)           Zoran shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Zoran Common Stock for delivery upon the exercise of the Oak Options assumed in accordance with Section 6.13(a) and the exercise of New Zoran Options granted in accordance with Section 6.13(b).  As soon as practicable after the Effective Time, and not more than ten (10) business days thereafter, Zoran shall file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of Zoran Common Stock subject to the Oak Options assumed pursuant to Section 6.13(a) and such previously unregistered shares, if any, as are subject to New Zoran Options, and shall use its reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as the assumed Oak Options and New Zoran Options remain outstanding.  With respect to those individuals, if any, who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Zoran shall administer Oak Options assumed pursuant to Section 6.13(a) and New Zoran Options in a manner that complies with Rule 16b-3 promulgated under the Exchange Act.

(f)            Oak shall take such action as is necessary to (i) cause the ending date of the then current Purchase Period of the Oak Purchase Plan (as such term is defined therein) to occur on or before the last trading day on which the Oak Common Stock is traded on the Nasdaq National Market prior to the Effective Time (the “Final Oak Purchase Date”), (ii) cause all then existing offerings under the Oak Purchase Plan to terminate immediately following the purchase on the Final Oak Purchase Date, (iii) suspend all future offerings that would otherwise commence under the Oak Purchase Plan following the Final Oak Purchase Date and (iv) cease all further payroll deductions under the Oak Purchase Plan effective

as of the Final Oak Purchase Date.  On the Final Oak Purchase Date, Oak shall apply the funds credited as of such date under the Oak Purchase Plan within each participant’s payroll withholding account to the purchase of whole shares of Oak Common Stock in accordance with the terms of the Oak Purchase Plan, which shares shall be treated in the manner described in Section 2.1(d).

(g)           Employees of Oak as of the Effective Time shall be permitted to participate in the Zoran Purchase Plan commencing on the first enrollment date of such plan following the Effective Time, subject to the eligibility provisions of such plan (with employees receiving credit, for purposes of such eligibility provisions, for service with Oak or Zoran).

(h)           At the Effective Time, Zoran shall assume each of the Oak Option Plans and the Oak Purchase Plan pursuant to which shares of Oak Common Stock that were previously authorized for issuance thereunder by the Oak stockholders remain, immediately prior to the Effective Time, available for the future grant of awards pursuant to such plans (the “Available Oak Shares”).  It is the intention of Zoran in assuming such plans to make the Available Shares (after appropriate adjustment of the number of such shares to reflect the Merger) available following the Effective Time for the grant of awards pursuant to an assumed Oak plan, the Zoran 2000 Nonstatutory Stock Option Plan or another plan or arrangement to individuals who were not employed by Zoran or any subsidiary of Zoran immediately prior to the Effective Time, and in accordance with the requirements of the amended rules of the Nasdaq National Market as set forth in SEC Release No. 34-48108, dated June 30, 2003, including any subsequent amendment or successor thereto; provided, however, the parties acknowledge and agree that Zoran’s obligations under Sections 6.13(a) through the first sentence of this Section 6.13(h) shall not be contingent upon the adoption of the proposed rule identified above.”

                2.             Except as provided in this Amendment, the Amended Agreement shall remain in full force and effect.

                3.             This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

IN WITNESS WHEREOF, Zoran, Sub and Oak have caused this Amendment to the Amended Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.

OAK TECHNOLOGY, INC.		ZORAN CORPORATION
By:	/s/ John Edmunds	By:	/s/Levy Gerzberg
Title:	Chief Financial Officer	Title:	President and Chief Executive Officer
		ZINC ACQUISITION CORPORATION
		By:	/s/ Levy Gerzberg
		Title:	President

EX-99.1

Exhibit 99.1

ZORAN CORPORATION ANNOUNCES SUCCESSFUL COMPLETION OF OAK TECHNOLOGY ACQUISITION

Santa Clara, Calif. - August 11, 2003 - - - Zoran Corporation (Nasdaq: ZRAN), a leading provider of digital solutions-on-a-chip for the DVD and digital camera markets, today announced that its acquisition of Oak Technology, Inc., a leading provider of embedded solutions for the HDTV and digital imaging markets has been approved by both companies’ stockholders and will be effective as of 4:01 p.m. eastern time today. Under the terms of the merger agreement, first announced on May 5, 2003, stockholders of Oak will receive 0.2323 of a share of Zoran common stock and $1.78 in cash for each share of Oak common stock they held. After the effective time of the merger, shares of Oak common stock will cease trading on the Nasdaq National Market, and Oak will operate as a wholly-owned subsidiary of Zoran.

Conference Call
A conference call has been scheduled for 5 p.m. ET on Monday, August 11, to discuss the completion of the merger. To listen to the call, please call 617-786-4511 approximately five minutes prior to the start of the call. For those who are not available to listen to the live conference call, a replay will be available via telephone from approximately 6:00 p.m. on August 11 until Midnight ET on August 18. The access number for the replay is 617-801-6888, confirmation number 31961737. Additionally, the conference call will be broadcast live over the Internet and can be accessed by all interested parties through the investor relations section of Zoran’s website at www.zoran.com. Please access the website at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software.

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 consumer electronics markets. With two decades of expertise developing and delivering digital signal processing technologies, Zoran has pioneered high-performance digital audio, video, and imaging applications. 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-based DVD products and digital cameras have received recognition for excellence and are now in millions of homes worldwide. With headquarters in the U.S. and operations in Canada, China, Hong Kong, Israel, Japan, Korea, and Taiwan, Zoran may be contacted on the World Wide Web at www.zoran.com or at 408-919-4111.

Zoran is a trademark of Zoran Corporation.
All other trademarks are the property of their respective owners.

EX-99.2

Exhibit 99.2

ZORAN CORPORATION PROVIDES UPDATED OUTLOOK
TO INCLUDE OAK TECHNOLOGY ACQUISITION

Santa Clara, Calif. - August 11, 2003 - - Zoran Corporation (ZRAN), a leading provider of digital solutions-on-a-chip for the DVD and digital camera markets, today announced updated guidance to include its acquisition of Oak Technology, Inc., which was completed on August 11, 2003.

Future Outlook
Zoran’s outlook for its legacy business remains unchanged from the outlook published in its second quarter earnings release on July 24, 2003. The following information includes Zoran’s previous outlook with the addition of expected results from its acquisition of Oak Technology.
The following statements are based on current expectations. These statements are forward looking and actual results may differ materially. 
The Company is currently expecting third quarter 2003 revenues from its current operations to increase 56 to 63 percent from second quarter 2003 levels as Oak will add between $12.7 million to $14.0 million in revenues in the quarter. Pro forma earnings per share are expected to be diluted by $0.10 to $0.12 from the $0.31 to $0.33 the Company guided on July 24, 2003 to $0.19 to $0.23. For the third quarter, pro forma earnings per share will exclude acquisition related costs including a one-time charge for in-process research and development and the amortization of purchased intangibles as well as a probable one-time restructuring charge. For the fourth quarter of 2003, the Company expects Oak will add $23.5 million to $24.7 million in revenue to the top line. Pro forma earnings per share for the fourth quarter are expected to be diluted by $0.08 to $0.10 from the $0.26 to $0.30 the Company had previously guided to $0.16 to $0.22. Pro forma earnings per share for the fourth quarter will exclude non-cash amortization of acquisition-related costs such as deferred compensation and acquired technology.
The Company continues to believe that transaction will be accretive to cash earnings in the first half of 2004.

Conference Call
A conference call has been scheduled for today at 5 p.m. ET to discuss completion of the merger including an updated financial outlook. To listen to the call, please call 617-786-4511 approximately five minutes prior to the start of the call. For those who are not available to listen to the live conference call, a replay will be available via telephone from approximately 6 p.m. on August 11 until Midnight ET on August 18. The access number for the replay is 617-801-6888, confirmation number 31961737.
Additionally, the conference call will be broadcast live over the Internet and can be accessed by all interested parties through the investor relations section of Zoran’s website at www.zoran.com. Please access the website at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software.

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 consumer electronics markets. With two decades of expertise developing and delivering digital signal processing technologies, Zoran has pioneered high-performance digital audio, video, and imaging applications. 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-based DVD products and digital cameras have received recognition for excellence and are now in millions of homes worldwide. With headquarters in the U.S. and operations in Canada, China, Hong Kong, Israel, Japan, Korea, 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 includes a number of forward-looking statements that reflect the Company’s current view with respect to future events and financial performance. These forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements including risks associated with: the potential synergies from the acquisition of Oak Technology and the integration of Oak’s products and personnel into the Company’s operations; rapidly evolving
markets for the Company’s products and uncertainty regarding the development of these markets; new product development, the ongoing introduction of new and enhanced products by the Company and its competitors and the transition from older products; intensive competition in markets in which the Company competes; the Company’s reliance on independent foundries and contractors for its wafer supplies and product assembly and testing and its ability to ramp up manufacturing capacity to meet changing customer requirements; the effects of changes in revenue and product mix on the Company’s gross margins; the Company’s historic dependence on sales to a limited number of large customers and fluctuations in customer and product mix among those customers; the dependence on key Company personnel; the reliance on international sales and operations, particularly the Company’s operations in Israel; and the effects of general business and changing economic conditions on the markets that the Company serves. In particular, there cannot be any assurance that our financial guidance will be achieved and the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. Further information regarding these and other risks and uncertainties can be found in the Company’s most recently filed annual report on Form 10-K and other filings that have been made with the SEC.

Zoran is a trademark of Zoran Corporation.
All other trademarks are the property of their respective owners.