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):
January 9, 2006

Sigma Designs, Inc.
(Exact name of registrant as specified in its charter)

 

California	000-15116	94-2848099
(State of other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1221 California Circle
Milpitas, California    95035
(Address of principal executive offices including zip code)

(408) 262-9003
(Registrant's telephone number, including area code)

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))

Item 1.01 Entry into a Material Definitive Agreement.

On January 9, 2006, Sigma Designs, Inc. ("Sigma") entered into a first amendment (the "Amendment") with Blue7 Communications, a privately-held California corporation ("Blue7") and Blue Merger Sub, Inc., a California corporation and wholly owned subsidiary of Sigma ("Merger Sub") to the Agreement and Plan of Merger dated as of December 13, 2005 by and between Sigma, Blue7, Merger Sub and, for purposes of Articles IX and XI only, Hung C. Nguyen as the Securityholder Representative (the "Merger Agreement").

Pursuant to the Amendment, the definition of "Closing Price" in the Merger Agreement is amended to mean the average closing sales price of Sigma's Common Stock as traded on The Nasdaq National Market and reported by The Wall Street Journal, for the ten (10) consecutive market trading days commencing on the twelfth (12^th) market trading day prior to December 13, 2005 and ending on (inclusive) the third (3^rd) market trading day prior to December 13, 2005. Under the terms of the Merger Agreement, the Closing Price will be used to determine the ratio upon which shares of Blue7 are to be exchanged for shares of Sigma upon consummation of the transactions contemplated by the Merger Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment dated January 9, 2006, attached hereto as Exhibit 2.1, and incorporated herein by reference. The Merger Agreement was filed as Exhibit 2.1 to Sigma's Form 8-K filed with the Securities and Exchange Commission on December 16, 2005.

The consummation of the transactions contemplated by the Merger Agreement, as amended, remains subject to several conditions, including the approval of the transaction by Blue7 shareholders and other customary conditions.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Description
2.1	Amendment No. 1 to Agreement and Plan of Merger dated January 9, 2006 by and between Sigma Designs, Inc., Blue Merger Sub, Inc., and Blue7 Communications

SIGNATURES

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

Sigma Designs, Inc.

By:  /s/ KIT TSUI

Kit Tsui

Chief Financial Officer and Secretary
(Principal Financial Officer and Accounting Officer)

Date: January 12, 2006

EX-2

AMENDMENT NO. 1 TO

AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is dated as of January 9, 2006, by and among Sigma Designs, Inc., a California corporation ("Parent"), Blue Merger Sub, Inc., a California corporation and a wholly owned subsidiary of Parent ("Merger Subsidiary"), and Blue7 Communications, a California corporation (the "Company").

PREAMBLE

WHEREAS, Parent, Merger Subsidiary and Company are parties to a certain Agreement and Plan of Merger dated as of December 13, 2005 (the "Merger Agreement"); and

WHEREAS, the parties hereto now desire that the Merger Agreement be amended in order to provide for new method of determining Closing Price.

NOW, THEREFORE, in consideration of the foregoing and the respective promises, covenants and agreements set forth herein:

1. Amendment.

Section 2.1(f)(iii) of the Merger Agreement is hereby amended in its entirety as follows:

"(iii) "Closing Price" means the average closing sales price of Parent Common Stock as traded on Nasdaq and reported by The Wall Street Journal, for the ten (10) consecutive market trading days commencing on the twelfth (12^th) market trading day prior to December 13, 2005 and ending on (inclusive) the third (3^rd) market trading day prior to December 13, 2005."

2. Miscellaneous.

(a) Capitalized terms used herein but not otherwise defined herein shall have the meanings as set forth in the Merger Agreement.

(b) Other than with respect to the amendment described above, this Amendment does not modify, change or delete any other addendum, term, provision, representation, warranty or covenant (the "Provisions") relating to or contained in the Merger Agreement, and all such Provisions shall remain in full force and effect.

(c) This Amendment shall be construed in accordance with and shall be governed by the laws of the State of California, without regard to its laws as to conflict of laws.

(d) This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officer of each party hereto as of the date first above written.

PARENT: MERGER SUBSIDIARY:

SIGMA DESIGNS, INC. BLUE MERGER SUB, INC.

By: _____________________________ By:
Thinh Q. Tran Thinh Q. Tran
Chairman of the Board, President and President and Chief Executive Officer

Chief Executive Officer

COMPANY:

BLUE7 COMMUNICATIONS

By: _____________________________
Hung C. Nguyen

President and Chief Executive Officer