0001181431-11-048043.txt : 20110902 0001181431-11-048043.hdr.sgml : 20110902 20110902212002 ACCESSION NUMBER: 0001181431-11-048043 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110831 FILED AS OF DATE: 20110902 DATE AS OF CHANGE: 20110902 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1390 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4085236500 MAIL ADDRESS: STREET 1: 1390 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FULLER DALE L CENTRAL INDEX KEY: 0001177231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27246 FILM NUMBER: 111074585 MAIL ADDRESS: STREET 1: 215 NORTH MARENGO AVE. STREET 2: 2ND FLOOR CITY: PASADENA STATE: CA ZIP: 91101 4 1 rrd321303.xml X0304 4 2011-08-31 0 0001003022 ZORAN CORP \DE\ ZRAN 0001177231 FULLER DALE L 1390 KIFER ROAD SUNNYVALE CA 94086 1 0 0 0 Common Stock 2011-08-31 4 D 0 50000 D 0 D Stock Option (right to buy) 11.03 2011-08-31 4 D 0 30000 D 2021-03-03 Common Stock 30000 0 D Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger between Issuer, CSR plc ("CSR") and Zeiss Merger Sub, Inc. ("Merger Sub"), dated July 16, 2011 (the "Merger Agreement"), in exchange for a combination of (a) $6.26 in cash, without interest, (b) 0.14725 of an American Depositary Share of CSR ("CSR ADS"), and (c) cash payable in lieu of any fractional CSR ADS for each share of Issuer's common stock. The closing sales price of CSR ADSs on The NASDAQ Stock Market on the effective date of the merger was $14.70 per ADS. The option originally would become exercisable in full on the day immediately preceding the next annual meeting of the stockholders, subject to the director's continued service through that date. Under the terms of the Zoran Corporation 2005 Outside Directors Equity Plan, any outstanding and unvested stock options awarded to the Reporting Person became immediately exercisable in full upon consummation of the merger of Merger Sub with and into Zoran, pursuant to the Merger Agreement (the "Merger"). Under the terms of the Reporting Person's stock option agreements with the Issuer, if the Reporting Person has served continuously on the Zoran board for at least two years and his service is terminated as a result of his retirement, the vested and unexercised portion of the option will remain exercisable until the option's original expiration date. (For these purposes, "service" is as defined in the relevant option plan underlying the option and "retirement" is defined as the Reporting Person's voluntary resignation from the Zoran board or the expiration of his term as a director on the Zoran board after he has declined to stand for re-election.) Pursuant to the Merger Agreement, the stock options were assumed by CSR and converted into options for CSR ADSs at a ratio of 0.5824 CSR ADSs for each share of Zoran common stock subject to the option (the "Exchange Ratio"), with the exercise price per share for each CSR ADS being the quotient of the exercise price per share for the stock option divided by the Exchange Ratio. /s/ Karl Schneider, POA 2011-09-02