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 20, 2007

SILICON IMAGE, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-26887	77-0396307
(Commission File Number)	(IRS Employer Identification No.)

1060 East Arques Ave., Sunnyvale, CA	94085
(Address of Principal Executive Offices)	(Zip Code)

(408) 616-4000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 5.02(c). APPOINTMENT OF CERTAIN OFFICERS.
	ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE
Exhibit List
EXHIBIT 10.01
EXHIBIT 99.01

ITEM 5.02(c). APPOINTMENT OF CERTAIN OFFICERS.

     Paul Dal Santo, age 57, was appointed as Chief Operating Officer of the Registrant, effective August 20, 2007. The Registrant has entered into an employment offer letter with Mr. Dal Santo for the position of Chief Operating Officer. The offer letter sets forth the terms of Mr. Dal Santo’s employment with the Registrant, including an annual base salary of $350,000 and participation in the Registrant’s health, insurance and employee benefit plans. Under the terms of the offer letter, Mr. Dal Santo is to receive a bonus for the 2007 fiscal year which shall be equal to the greater of (i) 45% of his annual base salary, prorated for the portion of fiscal year 2007 during which Mr. Dal Santo is employed by the Registrant and (ii) the bonus amount payable under the Registrant’s 2007 Employee Bonus Plan to Mr. Dal Santo as Chief Operating Officer, prorated for the portion of fiscal year 2007 during which Mr. Dal Santo is employed by the Registrant. In addition, Mr. Dal Santo is to receive a stock option to purchase 200,000 shares of the Registrant’s common stock with the grant date to be the fifteenth day of the calendar month following Mr. Dal Santo’s commencement of employment with the Registrant. The option will have an exercise price equal to the closing price of the common stock on the date of grant and will vest with respect to one fourth (1/4) of the total number of shares on the one year anniversary date of the date of grant, and thereafter, on the fifteenth day of each succeeding month, the option shall become vested and exercisable with respect to an additional one forty-eighth (1/48) of the total number of shares until such time as the option is vested and exercisable with respect to all of the shares.

     Mr. Dal Santo’s offer letter also provides for a $100,000 bonus payable following commencement of his employment with the Registrant and a $100,000 relocation allowance payable following commencement of his employment with the Registrant, provided that he relocates to the San Francisco Bay Area within six months after commencing employment with the Registrant. These bonuses are repayable to the Registrant in the event that Mr. Dal Santo voluntarily terminates his employment or is terminated for cause prior to the first anniversary of his commencement date.

     Prior to joining the Registrant, Mr. Dal Santo was Vice President and General Manager of the Handheld Products Division of Advanced Micro Devices, Inc. from November 2004 through August 2007. Through July 2003, Mr. Dal Santo spent over ten years at Motorola Inc., holding a variety of management positions, including Vice President/Director, GSM Technology Development from January 2002 through July 2003, Vice President, Cellular Products Development from April 1997 through December 2001 and Product Manager, European Division from May 1993 through March 1997.

     A copy of the employment offer letter with Mr. Dal Santo is filed herewith as Exhibit 10.01

     A copy of the press release announcing the appointment of Mr. Dal Santo is filed herewith as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.	Exhibit Title
10.01	Employment offer letter with Paul Dal Santo dated July 23, 2007.
99.01	Press Release dated August 10, 2007 announcing the appointment by the Registrant of Paul Dal Santo as Chief Operating Officer.

SIGNATURE

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

Date: August 20, 2007	SILICON IMAGE, INC.
	By:	/s/ Edward Lopez
		Edward Lopez
		Chief Legal Officer

Exhibit List

Exhibit No.	Exhibit Title
10.01	Employment offer letter with Paul Dal Santo dated July 23, 2007.
99.01	Press Release dated August 10, 2007 announcing the appointment by the Registrant of Paul Dal Santo as Chief Operating Officer.

EX-10.01

Exhibit 10.01

July 23, 2007

Mr. Paul Dal Santo

Dear Paul;

Silicon Image, Inc. (the “Company”) is pleased to confirm our offer to you in the position of Chief Operating Officer (COO) reporting to Steve Tirado starting August 20, 2007. The terms of our offer and the benefits currently provided by the Company are as follows:

1.	Your salary will be $350,000 per year and will be subject to annual review. Your target bonus under the terms of the Company’s 2007 Bonus Plan and future incentive compensation plans is expected to be 45% of your base compensation, which amount is subject to change in the final discretion of the Compensation Committee of the Company’s Board of Directors. Bonus payments under the 2007 Bonus Plan and future incentive compensation plans shall be based on the achievement of Company and personal performance objectives. For 2007 only in February 2008, the Company shall pay you a bonus pro rated for the portion of the 2007 fiscal year during which your are an employee of the Company. This bonus payment shall be offset by any amounts paid or payable to you under the terms of the Company’s 2007 Bonus Plan or other incentive compensation plan for the 2007 fiscal year. You will be eligible to participate in the regular health insurance and other employee benefit plans established by the Company for its employees from time to time.
	In addition, we will pay you a $100,000 (gross) bonus payable after your start with the company and $100,000 (gross) for relocation assistance to be used at your discretion. This relocation assistance will be payable after your start with the company provided you move to the San Francisco Bay area within six (6) months of starting your employment. In the event that before the first anniversary of your start date with the company you voluntarily terminate your employment with the company or your employment is terminated with cause both the bonus and relocation assistance are immediately repayable to the company in full.
2.	As an employee of the Company you will have access to certain Company confidential information and you may, during the course of your employment, develop certain information or inventions which will be the property of the Company. During the period that you render services to the Company, you agree to not engage in any employment, business or activity that is in any way competitive with the business or proposed business of the Company. You will disclose to the Company in writing any other gainful employment, business or activity that you are currently associated with or participate in that competes with the Company. To protect the interest of the Company, you will need to sign the Company’s standard “Employee Inventions and Confidentiality Agreement” as a condition of your employment. We wish to impress upon you that we do not wish you to bring any confidential or proprietary material of any former employer or to violate any other obligations you may have to your former employer. You represent that your signing of this offer letter, agreement(s) concerning stock options granted to you under the Plan (as defined below) and the Company’s Employee Invention Assignment and Confidentiality Agreement and your commencement of employment with the Company will not violate any agreement currently in place between yourself and current or past employers.
3.	We will recommend that the Board approve a grant to you, contingent on you accepting your new role as COO, of stock options in the amount of 200,000 shares of the Company’s Common Stock. The grant date for such grant of stock options shall be the first 15th day of the calendar month after you commence work at the Company, and the exercise price for such grant shall be the closing price on such grant date. Provided you continue to provide services to the Company, the stock options will become vested and exercisable with respect to 25% of the total

	shares granted on the 12 month anniversary date of the grant date, and thereafter on the 15th day of each succeeding month an additional 2.083% of the total shares granted under the stock option will become vested and exercisable. However, the grant of such stock options by the Company is subject to the Board’s approval and this promise to recommend such approval is not a promise of compensation, and is not intended to create any obligation on the part of the Company. Further details on the Company’s stock option plan and on any specific stock option grant to you will be provided upon approval of such stock option grant by the Board.
4.	This offer of employment is made to you in confidence, and we ask that you not disclose its terms to anyone outside your immediate family. If you do disclose any of its terms to such a family member, please caution him or her that such information is confidential and must not be disclosed to anyone.
5.	While we look forward to a long and profitable relationship, should you decide to accept our offer, you will be an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason or no reason, at any time and without cause or prior notice. Any statements or representations to the contrary (and, indeed, any statements contradicting any provision in this letter) should be regarded by you as ineffective. Further, your participation in any stock option or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. The at-will nature of your employment with the Company may only be changed in a written agreement signed by the Company’s CEO.
6.	Please note that because of employer regulations adopted in the Immigration Reform and Control Act of 1986, within three business days of starting your new position you will need to present documentation confirming your identify and demonstrating that you have authorization to work in the United States. If you have questions about this requirement, which applies to U.S. citizens and non-U.S. citizens alike, you may contact our Human Resource department.
7.	Please also note that due to United States export control laws, the Company may need to make inquiries into your citizenship if you will have probable or actual contact with certain technology and/or source code. Should the Company determine that you will have probable or actual contact with certain technology and/or source code, and should you be a citizen of an embargoed country under United States export control laws, this may have a material effect on the terms and conditions of your employment with the Company.
8.	You and the Company agree to submit to mandatory and exclusive binding arbitration any controversy or claim arising out of, or relating to, this Agreement or any breach hereof, provided, however, that the parties retain their right to, and shall not be prohibited, limited or in any other way restricted from, seeking or obtaining injunctive relief from a court having jurisdiction over the parties for any alleged violation of the Employee Invention Assignment and Confidentiality Agreement. Such arbitration shall be conducted through JAMS in the State of California, Santa Clara County, before a single arbitrator, in accordance with the JAMS Employment Arbitration Rules and Procedures in effect at that time. The arbitrator must decide all disputes in accordance with California law and shall have power to decide all matters, including arbitrability. You will bear only those costs of arbitration you would otherwise bear had you brought a covered claim in court. When the arbitrator has issued a decision, judgment on that decision may be entered in any court having jurisdiction thereof. We each understand and agree that we are waiving a trial by jury. However, this arbitration provision shall not affect your right to file an administrative claim before any government agency where, as a matter of law, the parties may not restrict the Employee’s ability to file an administrative claim with said agency (by way of example, claims before the Equal Employment Opportunity Commission and the National Labor Relations Board). Otherwise, the parties agree that arbitration shall be the exclusive remedy for administrative claims.
9.	This offer will remain valid until Tuesday, July 26, 2007. If you decide to accept our offer please sign the enclosed copy of this letter in the space indicated and return it to the Human Resource department. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer and the attached documents. Should you have anything else that you wish to discuss, please do not hesitate to call.
	Paul, we look forward to you joining Silicon Image, Inc and developing a strong working relationship with you in your new role.

Sincerely,

/s/ Doug Haslam

Doug Haslam
Vice President, Human Resources
Silicon Image, Inc

My signature below indicates acceptance of the terms and conditions of this offer and acknowledgement that I have read and understood the terms and conditions of this offer. I further acknowledge that no other commitments or representations were made to me as part of my employment offer except as specifically set forth herein.

/s/ Paul Dal Santo	7/25/07
Paul Dal Santo	Date

EX-99.01

Exhibit 99.01

FOR IMMEDIATE RELEASE

MEDIA CONTACT:
Kasey Holman
Media Relations — Silicon Image, Inc.
Phone: 408-616-4192
kasey.holman@siliconimage.com

INVESTOR CONTACT:
David H. Allen
Investor Relations — Silicon Image, Inc.
Phone: 408-616-4003
david.allen@siliconimage.com

SILICON IMAGE NAMES
PAUL DAL SANTO CHIEF OPERATING OFFICER

SUNNYVALE, Calif., Aug. 10, 2007 — Silicon Image, Inc. (NASDAQ: SIMG), a leader in semiconductors for the secure storage, distribution and presentation of high-definition content, today announced that it has named Paul Dal Santo, 57, to the position of chief operating officer. Dal Santo will join Silicon Image on Aug. 20 and report to Silicon Image’s president and chief executive officer, Steve Tirado. With strong consumer electronics business management skills and a solid engineering background at both semiconductor and mobile handset manufacturing companies, Dal Santo will direct the company’s engineering, operations, marketing, sales and business development functions.

“Paul has a rare combination of solid technical engineering skills and a proven track record managing growing, successful organizations,” Tirado said. “With his extensive experience in technology innovation, his leadership of international teams and his broad customer background, he will be an important addition to our management team helping us achieve product and business execution excellence.”

Dal Santo joins Silicon Image from AMD, where he served as vice president and general manager responsible for the full multifunctional management of its Handheld Products Division. Prior to AMD, Dal Santo worked for more than a decade at Motorola. As vice president of GSM technology development for Motorola, he was responsible for designing the core engine for next-generation cellular phones and managed a team of more than 500 people located around the world.

“Silicon Image has a vision for device connectivity in the consumer space that is both compelling and offers room for continued innovation,” Dal Santo said. “I am excited to join Silicon Image and look forward to working with the management team to help grow the business and build on the strong industry momentum that this company has established.”

Dal Santo received his bachelor’s and master’s degrees in engineering from Purdue University and the Illinois Institute of Technology, respectively.

About Silicon Image, Inc.

1060 E. Arques Avenue, Sunnyvale, CA 94085 408.616.4000 www.siliconimage.com

Headquartered in Sunnyvale, California, Silicon Image, Inc. is a leader in driving the architecture and semiconductor implementation for the secure storage, distribution and presentation of high-definition content in the consumer electronics and personal computing markets. Silicon Image creates and drives industry standards for digital content delivery such as DVI, HDMI™ and Serial ATA, leveraging partnerships with global leaders in the consumer electronics and personal computing markets to meet the growing digital content needs of consumers worldwide. With a proven track record of improving cross-product interoperability, Silicon Image has shipped more than 100 million HDMI/HDCP and DVI/HDCP semiconductor solutions. In addition, Silicon Image offers one of the most robust and comprehensively tested technology platforms in the consumer electronics industry through the Simplay HD™ Testing Program of Simplay Labs. Simplay Labs, LLC, a wholly-owned subsidiary of Silicon Image, is a leading provider of testing technologies, tools and services for high-definition consumer electronics devices such as HDTVs, set-top boxes, audio/video receivers and DVD players, helping manufacturers to achieve compatibility and deliver the highest-quality HDTV experience to consumers. Silicon Image is the leading provider of semiconductor intellectual property solutions for high-definition multimedia and data storage applications. For more information, please visit www.siliconimage.com.

NOTE: Silicon Image and Simplay HD are trademarks, registered trademarks or service marks of Silicon Image, Inc. in the United States and other countries. HDMI™ and High-Definition Multimedia Interface are trademarks or registered trademarks of HDMI Licensing, LLC in the United States and other countries, and are used under license from HDMI Licensing, LLC. All other trademarks and registered trademarks are the property of their respective owners.

Forward-Looking Statements

This news release contains forward-looking information within the meaning of federal securities regulations. These forward-looking statements include, but are not limited to, statements related to Dal Santo’s responsibilities and contributions as Silicon Image’s chief operating officer. These forward-looking statements involve risks and uncertainties, including those described from time to time in Silicon Image’s filings with the Securities and Exchange Commission (SEC), that could cause the actual results to differ materially from those anticipated by these forward-looking statements. In particular Dal Santo’s responsibilities and contributions may differ materially from what is currently anticipated. In addition, see the Risk Factors section of the most recent Form 10-K or Form 10-Q filed by Silicon Image with the SEC. Silicon Image assumes no obligation to update any forward-looking information contained in this press release.