8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

May 4, 2012

Date of Report (date of earliest event reported)

Sigma Designs, Inc.

(Exact name of Registrant as specified in its charter)

California	001-32207	94-2848099
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1778 McCarthy Blvd

Milpitas, California  95035

(Address of principal executive offices)

(408) 262-9003

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

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

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

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

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

Item 2.01. Completion of Acquisition or Disposition of Assets.

On May 4, 2012, Sigma Designs, Inc., a California corporation (the “Company”) completed its acquisition of assets from Trident Microsystems, Inc. and certain of its subsidiaries (collectively referred to as “Trident”) used in or related to Trident’s digital television and PC television businesses (the “DTV Business”) for a purchase price of $21.0 million plus additional cash consideration of $21.2 million as a result of adjustments based on the closing current asset balance of the DTV Business, plus the assumption of certain liabilities pursuant to an Asset Purchase Agreement dated March 23, 2012 (the “Purchase Agreement”).  At closing, the Company received $19.5 million of inventory at various stages of completion, $13.4 million of accounts receivable, $5.5 million of equipment and various assets, $2.1 million of prepaid expenses and $1.7 million of development projects in process.

Pursuant to the Purchase Agreement, the Company acquired all of Trident’s DTV Business products, certain licensed intellectual property rights, specified tangible assets and other assets specified in the Agreement.  The Company also acquired the right to use facilities of Trident under short-term facilities use agreements for facilities located in Shanghai, China; Beijing, China; The Netherlands; Taiwan and California.  The Company hired approximately 320 employees whose services are used in the DTV Business. The Company and Trident have also enter into a transition services agreement pursuant to which Trident will provide certain services to the Company following the closing. The Company will also receive transition support services from the purchaser of Trident’s set-top box business.

The foregoing description of the terms of the Purchase Agreement, as amended, is qualified in its entirety by reference to the Purchase Agreement and Amendment No. 1 thereto, copies of which are included hereto as Exhibit 2.1 and Exhibit 2.2, and incorporated herein by reference in their entirety.

On May 7, 2012, the Company issued a press release announcing the successful completion of the acquisition, a copy of which is filed as Exhibit 99.1 hereto.

Item 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(a) Financial Statement of Business Acquired

The financial statements required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.

(b) Pro Forma Financial Information

The pro forma financial information required by this Item, with respect to the acquisition described in Item 2.01 herein, will be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.

(d) Exhibits.

Exhibit	Description
2.1	Asset Purchase Agreement dated March 23, 2012 by and between Sigma Designs, Inc. and Trident Microsystems, Inc. and certain of its subsidiaries. (1)
2.2	Amendment to Asset Purchase Agreement dated May 4, 2012 by and between Sigma Designs, Inc. and Trident Microsystems, Inc. and certain of its subsidiaries.
99.1	Press release issued by Sigma Designs, Inc. dated May 7, 2012.

(1) Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2012.

SIGNATURES

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.

Dated: May 9, 2012		SIGMA DESIGNS, INC.
	By:	/s/  Thinh Q. Tran
		Thinh Q. Tran President and Chief Executive Officer (Principal Executive Officer)

EXHIBIT INDEX

Exhibit No. Description

2.1 Asset Purchase Agreement dated March 23, 2012 by and between Sigma Designs, Inc. and Trident Microsystems, Inc. and certain of its subsidiaries. (1)

2.2 Amendment to Asset Purchase Agreement dated May 4, 2012 by and between Sigma Designs, Inc. and Trident Microsystems, Inc. and certain of its subsidiaries.

99.1 Press release issued by Sigma Designs, Inc. dated May 7, 2012.

(1) Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2012.

EX-2.2

EXHIBIT 2.2

AMENDMENT NUMBER 1 TO ASSET PURCHASE AGREEMENT

THIS AMENDMENT NUMBER 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”) dated May 4, 2012 is by and between Sigma Designs, Inc., a California corporation (“Purchaser”), and Trident Microsystems, Inc., a Delaware corporation (the “Seller”), and each of its Subsidiaries that owns Purchased Assets (the “Seller Subsidiaries” and, together with the Seller, the “Sellers”).  Purchaser, the Seller, and Seller Subsidiaries are collectively referred to herein as the “Parties” and individually as a “Party”.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Purchase Agreement (defined below).

RECITALS

The Parties have entered into that certain Asset Purchase Agreement dated March 23, 2012 (the “Purchase Agreement”) in connection with the Seller’s case under Chapter 11 of the United States Bankruptcy Code commenced on January 4, 2012 (Case No. 12-10060 (CSS)) in the United States Bankruptcy Court for the District of Delaware and the Parties desire to amend the Purchase Agreement in accordance with this Amendment.

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing recitals, the representations, warranties and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

1. Amendment of Definitions of “Seller Subsidiaries” and “Parties” in the Purchase Agreement.  The definitions of the terms “Seller Subsidiaries” and “Parties” in the Purchase Agreement are each hereby amended to add the following entities: Trident Microsystems (Japan) GK and Trident Microsystems (Korea) Limited.

2. Schedule 1.1(a).  Schedule 1.1(a) of the Disclosure Schedules is hereby amended and restated as set forth in Schedule 1.1(a)(Amendment) attached hereto.

3. Schedule 1.1(e).   Schedule 1.1(e) of the Disclosure Schedules is hereby amended to add the items set forth in Schedule 1.1(e)(Amendment) attached hereto.

4. Schedule 1.2(d).  Schedule 1.2(d) of the Disclosure Schedules is hereby amended and restated as set forth in Schedule 1.2(d)(Amendment) attached hereto.

5. No Other Amendments.  Except for the amendments set forth in this Amendment, the Purchase Agreement remains in full force and effect without any modification or waiver of any provision.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of the day, month and year first above written.

SELLER:
TRIDENT MICROSYSTEMS, INC.
By:	/s/ Bamdad Bastani
Name: Bamdad Bastani
Title:   Chief Executive Officer
SELLER SUBSIDIARIES:
TRIDENT MICROELECTRONICS, LTD
By:	/s/ Mark S. Chadwick
Name: Mark Sims Chadwick
Title:   Director
TRIDENT MICROSYSTEMS (BEIJING) CO., LTD.
By:	/s/ David L. Teichmann
Name: David L. Teichmann
Title:   Director
TRIDENT MICROSYSTEMS (EUROPE) B.V
By:	/s/ David L. Teichmann
Name: David L. Teichmann
Title:   Director
TRIDENT MICROSYSTEMS (FAR EAST) LTD.
By:	/s/ David L. Teichmann
Name: David L. Teichmann
Title:   Secretary and Director

TRIDENT MICROSYSTEMS (TAIWAN) LTD.
By:	/s/ Mark S. Chadwick
Name: Mark Sims Chadwick
Title:   Director
TRIDENT MULTIMEDIA TECHNOLOGIES (SHANGHAI) CO., LTD.
By:	/s/ Mark S. Chadwick
Name: Mark Sims Chadwick
Title:   Director
TRIDENT MICROSYSTEMS (JAPAN) GK
By:	/s/ Mark S. Chadwick
Name: Mark Sims Chadwick
Title:   Director
TRIDENT MICROSYSTEMS (KOREA) LIMITED
By:	/s/ Mark S. Chadwick
Name: Mark Sims Chadwick
Title:   Director

PURCHASER:
Sigma Designs, Inc.
By:	/s/ Thinh Q. Tran
Name: Thinh Q. Tran
Title: President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

Investor Relations Contact:

Ed McGregor, Director of Investor Relations

Sigma Designs, Inc.

Tel: (646) 259-2999

IR@sigmadesigns.com

For Immediate Release

Sigma Completes Acquisition of Trident’s Digital TV Business Unit and Appoints new General Manager

Strategic Acquisition complements existing set-top box business while creating substantial leverage for developing all forms of intelligent media devices

MILPITAS, CA., MAY 4, 2012 — Sigma Designs®, Inc. (NASDAQ: SIGM), a leading provider of connected media platforms, today announced that it has completed its asset purchase of Trident Microsystems’ Digital Television (DTV) Business.  The acquisition includes Trident’s complete digital TV product portfolio, including its digital TV SoC (system-on-chip), frame-rate-conversion (FRC), and extensive SmartTV software suite, as well as some legacy analog TV products.  The acquisition includes these products, intellectual property licenses, software and leased facilities.

"This transaction adds tremendous potential to Sigma’s business, enabling us to leverage our core investments of media streaming, connectivity and software platforms towards penetration of all types of intelligent media devices, including SmartTVs," said Thinh Tran, chairman and CEO of Sigma Designs.  "The acquisition expands our total addressable market, provides us with complementary intellectual property and establishes an immediate position in the SmartTV market.  We believe this SmartTV business, together with our existing set-top box and connected media player businesses, positions Sigma as a full-breadth SoC platform provider for world-class consumer electronics manufacturers."

Moving forward, Sigma has established a Digital TV business unit based around the Trident acquisition and has appointed Mustafa Ozgen as its Vice President and General Manager in charge.  Mr. Ozgen will be responsible for directing the definition and development of all SmartTV SoC solutions, including management of the worldwide resources assigned to this business unit as well as driving synergies with the existing media processor group.  

Mr. Ozgen has spent the last 15 years in the digital television semiconductor industry in engineering management and executive positions.  Most recently, Mr. Ozgen served as the Vice President of Home Entertainment Products at CSR Technology, a UK-based provider of consumer electronics solutions that acquired Zoran.  For the previous eight years, Mr. Ozgen worked at Zoran, where he was most recently their Vice President and General Manager of the TV Business Unit, a part of their $450 million business where he managed 360 employees in the US, France, China, Taiwan, Serbia, Russia and India.  Prior to this, Mr. Ozgen worked in engineering and management positions at Oak Technology, TeraLogic and Wind River Systems.   

“I am excited to work with the team at Sigma Designs to develop a DTV division, mapping to the long-term strategy of the organization to become the industry’s leading provider of advanced SoC solutions for converged media platforms,” said Mustafa Ozgen, Vice President and  General Manager DTV Business Unit, Sigma Designs.  “With Sigma’s long history in media processors, set-top boxes, connectivity and home control, DTV is a logical step for the organization.”

In connection with the Trident transaction, approximately 320 global employees will become part of Sigma Designs.  The transaction, originally announced on March 19, 2012, closed effective as of May 4, 2012.  As a result of the acquisition, Sigma’s results for its second quarter of fiscal year 2013, which will end on July 28, 2012, will include approximately 12 weeks of Trident STB business activity.  Total cash paid for the DTV assets consisted of $21.0 million plus additional cash consideration as a result of the closing current asset balance of the DTV Business, which exceeded a target current asset amount.  The current asset adjustment resulted in an additional cash payment of $21.2 million by Sigma, and the receipt by Sigma of $19.5 million of inventory at various stages of completion, $13.4 million of accounts receivable, $5.5 million of equipment and various assets, $2.1 million of prepaid expenses and $1.7 million of development projects in process.  Sigma management will provide more detailed information about the combined company's outlook during its next regularly scheduled earnings announcement for its first fiscal quarter.  At that time, the Company will review its quarterly results and provide financial guidance for the second quarter of fiscal 2013, including the impact of the Trident Digital TV acquisition.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding anticipated benefits of Sigma’s acquisition of the DTV Business from Trident Microsystems.  Actual results may vary materially due to a number of factors including, but not limited to, the risk that Sigma’s efforts to operate the DTV Business will not be successful and that Sigma may be required to invest substantially more in the DTV business than presently anticipated, the risks and management distraction associated with integrating a business that has significant international operations, new customers and new technology, risks that Sigma’s systems and infrastructure may not be adequate to effect a rapid and orderly transition of the business and transferred employees from Trident to Sigma; risks associated with entering into a new business; technology risks; competition; the risk that the market for DTV solutions may not develop as Sigma anticipates, and risks associated with Sigma’s ability to deploy and achieve market acceptance for DTV products.   Additional risk factors are detailed from time to time in Sigma’s SEC reports, including Sigma’s annual report on Form 10-K as filed March 29, 2012.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  Sigma undertakes no obligation to publicly release or otherwise disclose the result of any revision to these forward-looking statements that may be made as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

About Sigma Designs, Inc.

Sigma Designs, Inc. (NASDAQ: SIGM) is a world leader in connected media platforms.  The company designs and builds the essential semiconductor technologies that serve as the foundation for the world’s leading IPTV set-top boxes, connected media players, residential gateways, home control systems and more.  For more information about Sigma Designs, please visit www.sigmadesigns.com.

Sigma Designs and the Sigma Designs logo are either registered trademarks or trademarks of Sigma Designs, Inc. and its subsidiaries in the United States and other countries.  All other trademarks mentioned herein are believed to be trademarks of their respective owners.

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