**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

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**FORM 10-K/A**

 

**Amendment No. 1to Form 10-K**

 

| **ý**                                            | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**     |
|-------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------|
|                                                  |       |                                                                                                     |
| **For the  fiscal year ended December 31, 2004** |
|                                                  |       |                                                                                                     |
| **OR**                                                |
|                                                  |       |                                                                                                     |
| ** ̈**                                            | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |

 

**For thetransition period from               to**

 

**Commissionfile number  0-27246**

 

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**ZORAN CORPORATION**

(Exact name of Registrant asspecified in its charter)

 
| **Delaware**                                                                    | ** ** | **94-2794449**                           |
|---------------------------------------------------------------------------------|------------|------------------------------------------|
| (State or  other jurisdiction of  incorporation of organization)                |       | (I.R.S.  Employer  Identification No.)   |
|                                                                            |       |                                     |
| **1390  Kifer Road, Sunnyvale, California**                                     | ** ** | **94086**                                |
| (Address of  principal executive offices)                                       |       | (Zip code)                               |
|                                                                            |       |                                     |
| Registrant’s  telephone number, including area code: **(408) 523-6500**    |
|                                                                            |       |                                     |
| Securities  registered pursuant to Section 12(b) of the Act: **None** |
|                                                                            |       |                                     |
| Securities  registered pursuant to Section 12(g) of the Act:          |
|                                                                            |       |                                     |
| **Title of each class**                                                         | ** ** | **Name of Exchange on which registered** |
| None                                                                            |       | None                                     |

 

Securities registered pursuantto Section 12(g) of the Act:**Common Stock, $.001 par value**(Title of Class)

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  Yes  ý   No  o 

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K. ý

 

Indicate by check mark whether registrant is an accelerated filer (asdefined by Rule 12b-2 of the Act).  Yes  ý   No  o

The aggregate market value of registrant’s voting stock held bynon-affiliates of registrant based upon the closing sale price of the CommonStock on June 30, 2004, as reported on the Nasdaq National Market, wasapproximately $783,000,000.  Shares ofCommon Stock held by each officer, director and holder of 10% or more of theoutstanding Common Stock have been excluded in that such persons may be deemedto be affiliates.  This determination ofaffiliate status is not necessarily a conclusive determination for otherpurposes.

 

Outstanding shares of registrant’s Common Stock, $0.001 par value, asof March 29, 2005:  43,243,810

 

 

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**FORM 10-K/A**

 

**AmendmentNo. 1 to Annual Report on Form 10-K for the Fiscal Year ended December 31,2004.**

 

Theundersigned registrant hereby amends Item 10 through 14 of Part III andItem 15 of Part IV of its Annual Report on Form 10-K for the fiscalyear ended December 31, 2004 to read in their entirety as follows:

 

**Item 10.**  Directors and Executive Officers ofRegistrant

** **
| **Name**                 | ** ** | **Principal Occupation**                                                                                                     | ** ** | **Age**    | ** ** | **Director  Since** |
|--------------------------|------------|------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|---------------------|
| ** **               | ** ** | ** **                                                                                                                   | ** ** | ** ** | ** ** | ** **          |
| Levy Gerzberg, Ph.D.     |       | President and Chief Executive Officer of  Zoran                                                                              |       | 60         |       | 1981                |
|                     |       |                                                                                                                         |       |       |       |                |
| Uzia Galil               |       | President and Chief Executive Officer of  Uzia Initiative and Management Ltd.; Chairman of Board of Directors of  Zoran |       | 80         |       | 1983                |
|                     |       |                                                                                                                         |       |       |       |                |
| James D. Meindl          |       | Professor of Microelectronics, Georgia  Institute of Technology                                                              |       | 72         |       | 1986                |
|                     |       |                                                                                                                         |       |       |       |                |
| James B. Owens, Jr. |       | Private Consultant                                                                                                           |       | 55         |       | 2003                |
|                     |       |                                                                                                                         |       |       |       |                |
| David Rynne              |       | Retired                                                                                                                      |       | 64         |       | 2003                |
|                     |       |                                                                                                                         |       |       |       |                |
| Arthur B. Stabenow       |       | Private Investor                                                                                                             |       | 66         |       | 1990                |
|                     |       |                                                                                                                         |       |       |       |                |
| Philip M. Young          |       | General Partner, U.S. Venture Partners                                                                                       |       | 65         |       | 1986                |
|                     |       |                                                                                                                         |       |       |       |                |
| Raymond A. Burgess       |       | Private Consultant                                                                                                           |       | 46         |       | 2005                |

 

*Levy Gerzberg* was a co-founder of Zoran in1981 and has served as Zoran’s President and Chief Executive Officer since December 1988and as a director since 1981. Dr. Gerzberg also served as Zoran’sPresident from 1981 to 1984 and as Zoran’s Executive Vice President and ChiefTechnical Officer from 1985 to 1988. Prior to co-founding Zoran, Dr. Gerzbergwas Associate Director of Stanford University’s Electronics Laboratory. Dr. Gerzbergholds a Ph.D. in Electrical Engineering from Stanford University and an M.S. inMedical Electronics and a B.S. in Electrical Engineering from theTechnion-Israel Institute of Technology in Haifa, Israel.

 

*Uzia Galil* has been a director of Zoransince 1983 and has served as Chairman of the Board of Directors since October 1993.Mr. Galil currently serves as Chairman and Chief Executive Officer of UziaInitiative and Management Ltd., a company specializing in the promotionand nurturing of new businesses associated with mobile communication,electronic commerce and medical informatics, which he founded in November 1999.From 1962 until November 1999, Mr. Galil served as President andChief Executive Officer of Elron Electronic Industries Ltd., an Israelihigh technology holding company, where he also served as chairman of the board.From January 1981 until leaving Elron, Mr. Galil also served aschairman of the board of directors of Elbit Ltd., an electroniccommunication affiliate of Elron, and as a member of the board of directors ofElbit Systems Ltd., a defense electronics affiliate of Elron, and allother private companies held in the Elron portfolio. Mr. Galil currentlyserves as a director of Orbotech Ltd., NetManage Inc. and PartnerCommunications Ltd. From 1980 to 1990, Mr. Galil served as Chairmanof the International Board of Governors of the Technion. Mr. Galil holdsan M.S. in Electrical Engineering from Purdue University and a B.S. from theTechnion. Mr. Galil has also been awarded an honorary doctorate in technicalsciences by the Technion in recognition of his contribution to the developmentof science-based industries in Israel, an honorary doctorate in philosophy bythe Weizmann Institute of Science, an honorary doctorate in engineering byPolytechnic University, New York, an honorary doctorate from the Ben-GurionUniversity of the Negev in Israel, and the Solomon Bublick Prize Laureate fromthe Hebrew University of Jerusalem. Mr. Galil is also a recipient of theIsrael Prize.

 

*James D. Meindl* has been a director ofZoran since March 1986. Dr. Meindl has been Joseph M. Pettit ChairProfessor in microelectronics at Georgia Institute of Technology since November 1993.From September 1986 to November 1993, Dr. Meindl served asProvost and Senior Vice President of Academic Affairs at Renssalaer PolytechnicInstitute. Prior thereto, Dr. Meindl was a professor of electricalengineering and Director of the Stanford Electronics Laboratory and Center forIntegrated Systems at Stanford University. Dr. Meindl is also a directorof SanDisk, Inc. and Stratex Networks.

 

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*James B. Owens, Jr.* has been adirector of Zoran since May 2003. From January 2002 to January 2005,Mr. Owens served as President and Chief Executive Officer and a directorof Strasbaugh, a provider of semiconductor manufacturing equipment. From December 1999to August 2001, Mr. Owens served as President and Chief ExecutiveOfficer of Surface Interface, a supplier of high-end metrology equipment to thesemiconductor and hard disk markets. From August 1998 to December 1999,Mr. Owens served as President of Verdant Technologies, a division ofUltratech Stepper. Mr. Owens holds a B.S. in Physics from StetsonUniversity, an M.S. in Management from the University of Arkansas and anM.S.E.E. from Georgia Institute of Technology.

 

*David Rynne* has been a director of Zoransince August 2003. Mr. Rynne is a retired senior financial executivewith more than 35 years of experience in growing technology companies.Most recently, Mr. Rynne served as Chief Executive Officer of Receipt.comfrom July to December 1999 and as Vice President of Nortel Networksfrom August 1998 to June 1999. He served as Chief Financial Officerof Bay Networks from January 1997 to August 1998. Prior to joiningBay Networks, Mr. Rynne served as Chief Financial Officer at TandemComputers from June 1983 to December 1996, and held a variety offinancial management positions during an 18-year career at BurroughsCorporation. He is currently chairman of the board of directors of Netfuel, Inc.,a programmable network company, and serves on the board of directors of PD-LD, Inc.,a fiber optic component company.

 

*Arthur B. Stabenow* has been a director ofZoran since November 1990. Mr. Stabenow has been principally engagedas a private investor since January 1999. From March 1986 to January 1999,Mr. Stabenow was Chief Executive Officer of Micro Linear Corporation, asemiconductor company. Mr. Stabenow also serves as a director of AppliedMicro Circuits Corporation.

 

*Philip M. Young* has been a director ofZoran since January 1986. Mr. Young has been a managing principal ofU.S. Venture Partners, a venture capital management company, since April 1990,and a general partner or managing member of the general partners of variousventure capital funds managed by that company. Mr. Young is also a director of several private companies.

 

*RaymondA. Burgess* has been a director of Zoran since April 2005.  Since August 2004, Mr. Burgess hasbeen engaged as a consultant to companies operating within the semiconductorand related fields.  From April 2004to July 2004, Mr. Burgess served as the Senior Vice President,Strategy, Marketing and Communications of Freescale Semiconductor, Inc., aprovider of semiconductor solutions.  From September 2000 to March 2004, Mr. Burgessserved as Corporate Vice President, Strategy, Marketing and Communications forthe Semiconductor Products Sector of Motorola, Inc., a telecommunicationscompany, and held a variety of executive positions during a twenty year careerat Motorola.  Mr. Burgess serves onthe board of Tao Group, UK, a private company focused on multimedia software.

 

Messrs. Galiland Stabenow are audit committee financial experts, as defined in the rules ofthe Securities and Exchange Commission. Both of them are independent for purposes of the Nasdaqrules as they apply to audit committee members.

 

Theinformation required by this Item with respect to additional executive officersof Zoran is incorporated by reference to Part I of this report under theheading “Executive Officers.”

 

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**SECTION 16(a) BENEFICIAL OWNERSHIPREPORTING COMPLIANCE**

** **

Section 16(a) ofthe Securities Exchange Act of 1934 requires our executive officers and directorsand persons who beneficially own more than 10% of our common stock to fileinitial reports of beneficial ownership and reports of changes in beneficialownership with the SEC.  Such persons arerequired by SEC regulations to furnish us with copies of all Section 16(a) formsfiled by such person.

 

Basedsolely on our review of such forms furnished to us and written representationsfrom certain reporting persons, we believe that all filing requirementsapplicable to our executive officers, directors and greater-than-10%stockholders were complied with.

 

**Corporate Governance Materials**

 

TheBoard has adopted a Code of Business Conduct that applies to all of ouremployees, officers and directors.  Inaddition, the Board has adopted Corporate Governance Guidelines that addressthe composition of the Board, criteria for Board membership and other Boardgovernance matters.  Links to thesematerials are available on our website atwww.shareholder.com/zoran/corporategovernance.cfm.

 

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**Item 11.**  Executive Compensation

** **

Thefollowing table sets forth information concerning the compensation earnedduring the years ended December 31, 2002, 2003 and 2004 by our ChiefExecutive Officer and our three other executive officers, whose total salaryand bonus for such fiscal year exceeded $100,000 (collectively, the “NamedExecutive Officers”).

 

**SUMMARY COMPENSATION TABLE**

 
| ** **                                                                        | ** ** | ** **              | ** ** | ** **        | ** **                | ** **       | ** ** | **Long Term  Compensation**            | ** ** | ** **                  | ** ** |
|-----------------------------------------------------------------------------------|------------|-------------------------|------------|-------------------|---------------------------|------------------|------------|----------------------------------------|------------|-----------------------------|------------|
| ** **                                                                        | ** ** | **Annual Compensation** | ** ** | **Awards**        | ** **                | ** **       | ** ** |
| **Name and Principal Position**                                                   | ** ** | **Year**                | ** ** | **Salary****(1)** | ** **                | **Bonus****(1)** | ** ** | **Shares  Underlying  Options****(2)** | ** ** | **All Other  Compensation** | ** ** |
| ** **                                                                        | ** ** | ** **              | ** ** | ** **        | ** **                | ** **       | ** ** | ** **                             | ** ** | ** **                  | ** ** |
| Levy Gerzberg, Ph.D.                                                              |       | 2004                    |       | $                 | 391,000                   |             | $          | —                                 |       | —                      |       | $ | 1,920 | (3) |
| President and Chief                                                               |       | 2003                    |       | $                 | 340,000                   |             | $          | 197,700                                |       | 609,358                     |       | $ | 2,858 | (3) |
| Executive Officer                                                                 |       | 2002                    |       | $                 | 339,921                   |             | $          | 255,000                                |       | 427,500                     |       | $ | 2,698 | (3) |
|                                                                              |       |                    |       |              |                      |             |       |                                   |       |                        |       |
| Camillo Martino                                                                   |       | 2004                    |       | $                 | 287,500                   |             | $          | —                                 |       | —                      |       | $ | 1,920 | (3) |
| Executive Vice President and                                                      |       | 2003                    |       | $                 | 250,000                   |             | $          | 109,000                                |       | 260,000                     |       | $ | 2,702 | (3) |
| Chief Operating Officer                                                           |       | 2002                    |       | $                 | 238,558                   |             | $          | 150,000                                |       | 150,000                     |       | $ | 2,542 | (3) |
|                                                                              |       |                    |       |              |                      |             |       |                                   |       |                        |       |   |   |   |
| Karl Schneider  Senior Vice President,  Finance and Chief Financial Officer       |       | 2004  2003  2002        |       | $  $  $           | 241,000  210,000  195,750 |             | $  $  $    | —  73,300  68,250                 |       | —  200,000

75,000     |       | $  $  $ | 1,920  2,608  2,538 | (3)  (3)  (3) |
|                                                                              |       |                    |       |              |                      |             |       |                                   |       |                        |       |   |   |   |
| Isaac Shenberg, Ph.D.  Senior Vice President,  Business and Strategic Development |       | 2004  2003  2002        |       | $  $  $           | 200,000  180,000  178,750 |             | $  $  $    | —  62,800  63,000                 |       | —  200,000

82,500     |       | $  $  $ | 41,063  48,654  37,427 | (4)  (4)  (4) |

 

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(1)                                  Includes amounts (if any) deferred at thenamed executive officer’s option under Zoran’s 401(k) plan.

 

(2)                                  During2003, each of Zoran’s executive officers received two equal option grants, oneof which will not begin vesting until one year following the date of grant, inlight of the fact that Zoran’s 1993 Stock Option Plan was due to expire in July 2003and that Zoran would not adopt a new plan under which options could be grantedto executive officers.  See “Report ofthe Compensation Committee on Executive Compensation.”

 

(3)                                  Represents:(i) matching contributions to the Named Executive Officers’ 401(k) savingsand incentive plans in the following amounts for 2004, 2003 and 2002,respectively, Dr. Gerzberg, $1,500, $2,000 and $2,000, Mr. Schneider,$1,500, $2,000 and $2,000, and Mr. Martino, $1,500, $2,000, and $2,000;and (ii) premiums paid by Zoran with respect to term life insurance forthe benefit of the Named Executive Officers in the following amounts for 2004,2003 and 2002, respectively, Dr. Gerzberg, $420, $858 and $698, Mr. Schneider$420, $608, and $538, and Mr. Martino, $420, $702, and $542.

 

(4)                                  Consistsof (i) premiums paid by Zoran under an insurance policy that coverscertain severance and other benefits and (ii) contributions by Zorantoward a continuing education fund. In 2004, 2003 and 2002, Zoran paidinsurance premiums for the benefit of Dr. Shenberg in the amounts of$26,439, $33,779 and $26,715, respectively. In 2004, 2003 and 2002, Zoran madecontinuing education contributions for the benefit of Dr. Shenberg in theamounts of $14,624, $14,875 and $10,712, respectively. 

 

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**Stock Options Granted in Fiscal 2004**

 

Nooption grants were made to the Named Executive Officers during the year ended December 31,2004.

 

**OptionExercises and Fiscal 2004 Year-End Values**

** **

Thefollowing table provides the specified information concerning exercises ofoptions to purchase our common stock in the year ended December 31, 2004,and unexercised options held as of December 31, 2004, by the NamedExecutive Officers.  A portion of theshares subject to these options are not yet vested, and thus would be subjectto repurchase by Zoran at a price equal to the option exercise price, if thecorresponding options were exercised before those shares had vested.

 

**AGGREGATEDOPTION EXERCISES IN LAST FISCAL YEARAND FISCAL YEAR-END VALUES**

 
| **Name**              | ** ** | **Shares  Acquired  on  Exercise** | ** **             | **Value  Realized** | ** **        | **Number of Shares  Underlying Unexercised  Options at Fiscal Year End** | ** **             | **Value of Unexercised  In-the-Money Options at  Fiscal Year End****(1)** | ** **        |
|-----------------------|------------|------------------------------------|------------------------|---------------------|-------------------|--------------------------------------------------------------------------|------------------------|---------------------------------------------------------------------------|-------------------|
| ** **            | ** ** | ** **                         | **Exercisable****(2)** | ** **          | **Unexercisable** | ** **                                                               | **Exercisable****(2)** | ** **                                                                | **Unexercisable** | ** ** |
| Levy Gerzberg, Ph.D.  |       | —                             |                   | —              |              | 1,227,013                                                                |                   | —                                                                    |              | $ | 42,769 |   | — |   |
|                  |       |                               |                   |                |              |                                                                     |                   |                                                                      |              |   |   |   |   |
| Camillo Martino       |       | —                             |                   | —              |              | 644,978                                                                  |                   | —                                                                    |              | — |   | — |   |
|                  |       |                               |                   |                |              |                                                                     |                   |                                                                      |              |   |   |   |   |
| Karl Schneider        |       | —                             |                   | —              |              | 453,200                                                                  |                   | —                                                                    |              | $ | 264,335 |   | — |   |
|                  |       |                               |                   |                |              |                                                                     |                   |                                                                      |              |   |   |   |   |
| Isaac Shenberg, Ph.D. |       | —                             |                   | —              |              | 513,844                                                                  |                   | —                                                                    |              | $ | 514,484 |   | — |   |

 

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(1)                                  Basedon a market value of $11.58 per share, the closing price of our common stock onDecember 31, 2004, as reported by the Nasdaq National Market.

 

(2)                                  Alloptions are fully exercisable from the date of grant, subject to Zoran’s rightto repurchase any unvested shares at the original purchase price upon theoptionee’s termination of service. The options (or shares issued upon theexercise of the options) vest in 48 equal installments from the date of grant,or in one installment equal to 1/4 of the shares and 36 equal monthlyinstallments of 1/48 of the shares thereafter, in the case of options grantedupon commencement of employment. Upontermination of an executive officer within 18 months following a change incontrol, the outstanding options of such executive officer shall be immediatelyexercisable and fully vested and shall generally remain exercisable for aperiod of one year after such termination. If Zoran terminates Mr. Martino’semployment for reasons other than “cause,” as such term is defined in his offerletter, Mr. Martino’s options will continue tovest until the earlier of (i) the end of his three month notice period or (ii) thecommencement of his employment with another entity.

 

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**EmploymentContracts and Termination of Employment and Change-in-Control Arrangements**

** **

Zoran maintains an Executive Retention and SeverancePlan (the “Retention Plan”), which provides for certain benefits for Zoran’sexecutive officers and key employees upon a change in control of Zoran. TheRetention Plan provides that if, in the event of a change in control of Zoran,the company acquiring Zoran does not assume or substitute the outstandingoptions of the participants in the Retention Plan, then the vesting andexercisability of their options shall be accelerated in full immediately priorto, but conditioned upon, the consummation of the change in controltransaction. The Retention Plan provides for additional benefits if aparticipant in the Retention Plan is terminated without “cause” (as that termis defined in the Retention Plan) or resigns as a result of certain adversecircumstances described in the Retention Plan, within 18 months after a changein control. Upon such termination, a participant would be entitled to a lumpsum payment in an amount equal to the aggregate amount of his monthly salaryand prorated annual bonus for a period of 36 months in the case of the chief executiveofficer and 18 months in the case of other executive officers, with theapplicable annual bonus amount to be determined at the time of termination.Such annual bonus amount shall equal to the greatest of (i) the bonusearned by the participant for the fiscal year immediately preceding the fiscalyear of the change in control, (ii) the bonus earned by him for the fiscalyear immediately preceding the fiscal year of his termination upon a change incontrol, or (iii) the targeted bonus he would have earned for the fiscalyear of his termination upon a change in control. In addition, Zoran willarrange to provide health and life insurance benefits to the participant for 36months in the case of the chief executive officer and 18 months in the case ofother executive officers. The Retention Plan also provides that, upon suchtermination of an executive officer within 18 months following a change incontrol, the outstanding options of such executive officer shall be immediatelyexercisable and fully vested and shall generally remain exercisable for aperiod of one year after such termination.

 

In December 1997, the Company issued an offerletter to Karl Schneider, pursuant to which, if Mr. Schneider’s employmentwith the Company is terminated, either by Mr. Schneider or Zoran, for areason other than “cause,” as such term is defined in the offer letter, theother party to the letter is entitled to three months notice; provided,however, that if Mr. Schneider accepts an offer of employment from anothercompany while still employed with Zoran, Mr. Schneider must notify Zoranwithin twelve hours of acceptance of such offer, and Zoran may terminate Mr. Schneider’semployment without providing advance notice.

 

In July 2001, the Company issued an offerletter to Camillo Martino.  Pursuant tothe terms of this offer letter, if Mr. Martino’s employment with theCompany is terminated, either by Mr. Martino or by Zoran, for a reasonother than “cause,” as such term is defined in the offer letter,the other party to the letter is entitled to three months notice.  If Zoran terminates Mr. Martino’semployment for reasons other than cause, Zoran may release Mr. Martinofrom employment at any time prior to the termination of the three month noticeperiod, and Mr. Martino’s salary and option vesting will continue untilthe earlier of (i) end of the three month period or (ii) thecommencement of Mr. Martino’s employment with another entity.  If Mr. Martino initiates thetermination, Zoran has the right to terminate Mr. Martino’s employmentimmediately and pay the salary guarantee in lieu of notice.

 

**Compensationof Directors**

** **

Directors receive anannual retainer of $20,000, a fee of $2,000 for each meeting attended andquarterly fees of $1,500 for each committee on which they serve and $2,500 foreach committee they chair.

 

The 1995 Outside Directors Plan (the “Directors Plan”)provides for formula-based grants of options to non-employee directors ofZoran. Under the Directors Plan, each non-employee director is automaticallygranted a nonstatutory stock option to purchase 30,000 shares of Zoran commonstock (an “Initial Option”) on the date on which such person first becomes anon-employee director of Zoran. Thereafter, on the date immediately followingeach annual stockholders’ meeting, each non-employee director who is reelectedat the meeting to an additional term is granted an additional option topurchase 15,000 shares of Zoran common stock (an “Annual Option”) if, on suchdate, he or she has served on the Board of Directors for at least sixmonths.  The Directors Plan provides thateach Initial Option shall become exercisable in installments as to one-fourthof the total number of shares subject to the option on each of the first,second, third and fourth anniversaries of the date of grant, and each AnnualOption shall become exercisable in full one year after the date of grant,subject to the director’s continuous service. The exercise price per share ofall options granted under the Directors Plan is equal to the fair market valueof a share of Zoran common stock on the date of grant. Options granted underthe Directors Plan have a term of ten years. The Directors Plan expires in July 2005.

 

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**Item 12.**                            SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters.

** **

**PRINCIPAL**STOCKHOLDERS AND STOCK OWNERSHIP BY MANAGEMENT

** **

Thefollowing table sets forth, as of March 31, 2005, certain information withrespect to the beneficial ownership of Zoran’s common stock by (i) eachstockholder known by Zoran to be the beneficial owner of more than 5% of Zoran’scommon stock, (ii) each director and director-nominee of Zoran, (iii) eachof the Named Executive Officers, and (iv) all directors and executiveofficers of Zoran as a group:

 

| **Beneficial Owner****(1)**                                                     | ** ** | **Number of  Shares  Beneficially  Owned****(2)** | ** ** | **Percent****(3)** | ** ** |
|---------------------------------------------------------------------------------|------------|---------------------------------------------------|------------|--------------------|------------|
| Mac Per Wolf Company(4)310 S. Michigan Ave., Suite 2600  Chicago, IL 60604 | ** ** | 4,434,232                                         |       | 10.3               | %          |
| Levy Gerzberg, Ph.D.(5)                                                         |       | 1,335,466                                         |       | 3.1                | %          |
| Camillo Martino(6)                                                              |       | 648,367                                           |       | 1.5                | %          |
| Isaac Shenberg, Ph.D.(7)                                                        |       | 515,697                                           |       | 1.2                | %          |
| Karl Schneider(8)                                                               |       | 458,021                                           |       | 1.1                | %          |
| Uzia Galil(9)                                                                   |       | 122,712                                           |       | *                  |       |
| Arthur B. Stanenow(10)                                                          |       | 114,450                                           |       | *                  |       |
| James D. Meindl(11)                                                             |       | 113,020                                           |       | *                  |       |
| Philip M. Young(12)                                                             |       | 88,200                                            |       | *                  |       |
| David Rynne(13)                                                                 |       | 71,733                                            |       | *                  |       |
| James B. Owens(14)                                                              |       | 45,000                                            |       | *                  |       |
| Raymond A. Burgess(15)                                                          |       | —                                            |       | —             |       |
| Directors and executive officers as a group  (11 persons)(16)                   |       | 3,512,666                                         |       | 8.1                | %          |

 

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*                                         Lessthan 1%.

 

(1)                                  Exceptas otherwise indicated, the persons named in this table have sole voting andinvestment power with respect to all shares of common stock shown asbeneficially owned by them, subject to community property laws where applicableand to the information contained in the footnotes to this table.  Except as otherwise noted, the address forthe persons named in this table is  c/o 1390 Kifer Road, Sunnyvale,California 94086.

 

(2)                                  Underthe rules of the Securities and Exchange Commission, a person is deemed tobe the beneficial owner of shares that can be acquired by such person within 60days upon the exercise of options.******Except asotherwise noted, options granted under the 1993 Stock Option Plan areimmediately exercisable, subject our right to repurchase unvested shares upontermination of employment or other service at a price equal to the optionexercise price.

 

(3)                                  Calculatedon the basis of 43,253,892 shares of common stock outstanding as of March 31,2005, provided that any additional shares of common stock that a stockholderhas the right to acquire within 60 days after March 31, 2005 are deemedto be outstanding for the purpose of calculating that stockholder’s percentagebeneficial ownership.

 

(4)                                  Basedon information contained in a Schedule 13G/A dated January 31, 2005,filed with the Securities and Exchange Commission.

 

(5)                                  Includesoptions to purchase 1,227,013 shares of common stock, all of which areexercisable.

 

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(6)                                  Includesoptions to purchase 644,978 shares of common stock, all of which areexercisable.

 

(7)                                  Includesoptions to purchase 513,844 shares of common stock, all of which areexercisable.

 

(8)                                  Includesoptions to purchase 453,200 shares of common stock, all of which areexercisable.

 

(9)                                  Includes4,512 shares held by Mr. Galil’s spouse. Mr. Galil may be deemed tobe a beneficial owner of these shares, although Mr. Galil disclaims suchbeneficial ownership. Also includes options to purchase 118,200 shares ofcommon stock that are currently exercisable or will become exercisable within60 days after March 31, 2005.

 

(10)                            Includesoptions to purchase 114,450 shares of common stock that are currentlyexercisable or will become exercisable within 60 days after March 31,2005.

 

(11)                            Includes111 shares held jointly with Dr. Meindl’s spouse and 1,909 shares held byJames and Frederica Meindl as trustees of the Meindl Trust dated February 4,1972. Also includes options to purchase 111,000 shares of common stock that arecurrently exercisable or will become exercisable within 60 days after March 31,2005.

 

(12)                            Includesoptions to purchase 88,200 shares of common stock that are currentlyexercisable or will become exercisable within 60 days after March 31,2005.

 

(13)                            Includesoptions to purchase 71,733 shares of common stock that are currentlyexercisable or will become exercisable within 60 days after March 31,2005.

 

(14)                            Includesoptions to purchase 45,000 shares of common stock that are currentlyexercisable or will become exercisable within 60 days after March 31,2005.

 

(15)                            Excludesoptions to purchase 30,000 shares of common stock that were granted after March 31,2005.

 

(16)                            Seenotes 5 through 15.  Includes3,387,618 shares subject to options that are currently exercisable or willbecome exercisable within 60 days after March 31, 2005 beneficially ownedby executive officers and directors.

 

9

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**EQUITYCOMPENSATION PLAN INFORMATION**

 

Zorancurrently maintains three compensation plans that provide for the issuance ofZoran common stock to officers and other employees, directors or consultants.These consist of the Directors Plan and the 1995 Employee Stock Purchase Plan,which have been approved by stockholders, and the 2000 Nonstatutory StockOption Plan (the “2000 Plan”), which has not been approved by stockholders.Zoran has also issued options under its 1993 Stock Option Plan (the “1993 Plan”),which had been approved by stockholders and which expired in July 2003.The following table sets forth information regarding outstanding options andshares reserved for future issuance under the foregoing plans as of December 31,2004:

 
| **Plan Category****(1)**                                   | ** ** | **Number of shares to  be issued upon  exercise of  outstanding options,  warrants and rights** | ** ** | **Weighted-average  exercise price of  outstanding options,  warrants and rights** | ** **  | **Number of shares  remaining available  for future issuance  under equity  compensation plans  (excluding shares  reflected in  column (a))** | ** ** |
|------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                 | ** ** | **(a)**                                                                                         | ** ** | **(b)**                                                                            | ** **  | **(c)**                                                                                                                                             | ** ** |
| Equity compensation plans approved by stockholders         |       | 6,207,966                                                                                       |       | $                                                                                  |  17.62 |                                                                                                                                                | 570,909    |   |
|                                                       |       |                                                                                            |       |                                                                               |        |                                                                                                                                                |       |
| Equity compensation plans not approved by  stockholders(3) |       | 6,637,791                                                                                       |       | $                                                                                  | 16.54       |                                                                                                                                                | 5,153,644  |   |
|                                                       |       |                                                                                            |       |                                                                               |        |                                                                                                                                                |       |
| Total                                                      |       | 12,845,757                                                                                      |       | $                                                                                  | 17.06       |                                                                                                                                                | 5,724,553  |   |

 

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(1)                                  Theinformation presented in this table excludes options assumed by Zoran in connection with acquisitionsof other companies.  As of December 31,2004, 1,506,877 shares of Zorancommon stock were issuable upon exercise of these assumed options, at aweighted average exercise price of $19.71 per share.

 

(2)                                  Includes563,109 shares available for future issuance under the Purchase Plan.

 

(3)                                  Consistsof options that are outstanding, and shares available for future issuance,under the 2000 Plan.  The materialfeatures of the 2000 Plan are described below.

 

**Material Features of the 2000 Stock Option Plan**

** **

As of March 31,2005, Zoran had reserved an aggregate of 13,325,000 shares of common stock forissuance under the 2000 Plan. The 2000 Plan provides for the grant ofnonstatutory stock options to employees or consultants with exercise pricestypically equal to (but not less than 85% of) the fair market value of Zorancommon stock on the date of grant. No current officer or other person whoseeligibility would require stockholder approval of the 2000 Plan under any lawor stock exchange rules may be granted an option under the plan, except aspermitted under Nasdaq Rule 4350(i)(1)(A)(iii). Under that rule, a companythat assumes a pre-existing, stockholder-approved plan in a merger is permittedto use the share reserve under the assumed plan (after appropriate adjustmentto reflect the merger) to issue options to any persons, including officers ordirectors, who were not employed by the company at the effective time of themerger, so long as the options are granted on or prior to the expiration dateof the assumed plan. Such options may be issued under the assumed plan or anyother plan maintained by the issuer. In its acquisition of Oak Technology, Inc.(“Oak”), Zoran assumed the stockholder-approved stock option plans of Oak thatwere in effect immediately prior to the effective time of the merger with Oak.As a result, 2,832,210 shares that were available for issuance under thoseplans (as adjusted to reflect the merger) became available for issuance underthe 2000 Plan and are included among the 13,325,000 shares that are reservedfor issuance thereunder. The assumed plans were scheduled to expire between December 2004and December 2012. Accordingly, the share reserve under the 2000 Plan wasreduced by 20,599 shares in December 2004. The 2000 Plan will terminate inits entirety in October 2010, prior to the time when the last of theassumed plans would have expired.

 

Ingeneral, the 2000 Plan is administered by the Compensation Committee, whichdetermines the optionees and the terms of the options granted, includingexercise price and number of shares subject to the options granted.

 

10

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However, Dr. Gerzberg has been authorized by theBoard of Directors to grant options to purchase up to 30,000 shares. Certainoptions granted under the 2000 Plan are fully exercisable from the date ofgrant, subject to Zoran’s right to repurchase unvested shares at the originalpurchase price upon the optionee’s termination of service. Subject to theoptionee’s continued service, the options generally vest at the rate of 1/4 ofthe shares on the first anniversary of the date of grant and at the rate of1/48 of the shares on the last day of each of the next 36 calendar monthsthereafter. Options granted under the 2000 Plan generally have a 10-year termand terminate three months after the termination of service, except whereservice terminates due to the optionee’s death or permanent and totaldisability, in which case the option will remain exercisable for one year aftersuch termination but in no event beyond the expiration of the option’s term.

 

11

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**Item 13.**                            CertainRelationships and Related Transactions.

** **

Not applicable.

 

**Item 14.**                            PrincipalAccountant Fees and Services

** **

Thefollowing table sets forth the aggregate fees billed to Zoran for the yearsended December 31, 2003 and 2004 by PricewaterhouseCoopers LLP:

 
| ** **             | ** ** | **2003**   | ** ** | **2004**   | ** ** |
|------------------------|------------|------------|------------|------------|------------|
| ** **             | ** ** | ** ** | ** ** | ** ** | ** ** |
| Audit Fees (1)         |       | $          | 487,048    |       | $          | 1,188,398 |   |
| Audit-Related Fees (2) |       | $          | 101,800    | ** ** | **—** | ** ** |
| Tax Fees (3)           |       | $          | 169,511    |       | $          | 155,987 |   |
| All Other Fees (4)     |       | —     |       | $          | 6,190      |   |
| Total                  |       | $          | 758,359    |       | $          | 1,350,575 |   |

 

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(1)                                  Audit fees consist of fees billed forprofessional services rendered for the audit of Zoran’s consolidated annualfinancial statements and review of the interim consolidated financialstatements included in quarterly reports and services that are normallyprovided by PricewaterhouseCoopers LLP in connection with statutory andregulatory filings or engagements. During 2003, these fees also includedservices related to the preparation of a Form S-4 registration statementrelated to the acquisition of Oak and final progress billing on the audit ofOak’s financial statements following the completion of that acquisition. During2004, audit fees included those fees related to PricewaterhouseCoopers LLP’saudit of the effectiveness of Zoran’s internal controls over financialreporting pursuant to Section 404 of the Sarbanes-Oxley Act.

 

(2)                                  Audit-relatedfees consist of fees billed for assurance and related services that arereasonably related to the performance of the audit or review of Zoran’sconsolidated financial statements and are not reported under “audit fees.”During 2003, these fees also included services related to financial duediligence conducted in connection with the acquisition of Oak.

 

(3)                                  Tax fees consist of fees billed forprofessional services rendered for tax compliance, tax advice and tax planning(domestic and international). These services include assistance regardingfederal, state and international tax compliance, acquisitions and internationaltax planning.

 

(4)                                  All other fees consist of fees for servicesother than those reported above. During 2004, these fees included the fees for an accounting library software and other miscellaneousservices.

 

TheAudit Committee is responsible for pre-approving all audit and permissiblenon-audit services provided by our independent accountants. Management isresponsible for reporting to the Audit Committee on a quarterly basis regardingexpenditures for non-audit services made within the foregoing budget.

 

12

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**Item 15.**                            Exhibits andFinancial Statements Schedules

 

**The following documents are filed as a part of this report:**

 
| ** ** | **(1)**    | **Financial Statements:**                                                                                                                                                                                                                   |
|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | **See Index to Consolidated  Financial Statements at page 40 of this report.**                                                                                                                                                         |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                  |
| ** ** | **(2)**    | **Financial Statement  Schedules:**                                                                                                                                                                                                         |
| ** ** | ** ** | **All financial statement  schedules are omitted because they are not applicable or not required, or  because the required information is included in the Consolidated Financial  Statements and Notes thereto which are included herein.** |
|       |       |                                                                                                                                                                                                                                        |
| ** ** | **(3)**    | **Exhibits:**                                                                                                                                                                                                                               |
| ** ** | ** ** | **The exhibits listed on the  accompanying Exhibit Index are filed as part of, or are incorporated by  reference into, this report.**                                                                                                  |

 

13

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
| Dated: May 2, 2005 | ZORAN CORPORATION |
|-------------------------|-------------------|
|                    |              |
|                    |              |
|                    | By:               |   /s/ Levy Gerzberg |   |
|                    |              | Levy Gerzberg, President and |
|                    |              | Chief Executive Officer |

 

14

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** **

**EXHIBIT INDEX**

 
| **Exhibit  Number** | ** ** | **Exhibit Title**                                                                                                                                                                                                                                                                                                                         |
|---------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1(1)              |       | Form of  Restated Certificate of Incorporation of the Registrant.                                                                                                                                                                                                                                                                         |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| 3.2(2)              |       | Amended  Bylaws of the Registrant.                                                                                                                                                                                                                                                                                                             |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| 4.1(3)              |       | Amended  and Restated Stock Rights Agreement dated July 30, 1993 among the  Registrant and certain of its stockholders, as amended.                                                                                                                                                                                                       |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| *10.1(4)            |       | 1993  Stock Option Plan, as amended.                                                                                                                                                                                                                                                                                                           |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| *10.2(4)            |       | 1995  Outside Directors Stock Option Plan.                                                                                                                                                                                                                                                                                                     |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| *10.3(4)            |       | Amended  and Restated 1995 Employee Stock Purchase Plan.                                                                                                                                                                                                                                                                                       |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| *10.4(3)            |       | Form of  Indemnity Agreement for officers and directors.                                                                                                                                                                                                                                                                                  |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.7(3)             |       | Letter  Agreement dated December 16, 1991 between the Registrant and Dolby  Laboratories Licensing Corporation, as amended.                                                                                                                                                                                                               |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.11(3)            |       | Lease  Agreement dated October 1, 1992 between the Registrant’s subsidiary,  Zoran Microelectronics Ltd. (“ZML”), and Matam-Haifa Scientific Industries  Center Ltd. (“Matam”).                                                                                                                                  |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| †10.12(3)      |       | License  Agreement for ZR33891 Digital Filter Processor dated June 8, 1995  between the Registrant and Atmel Corporation (“Atmel”).                                                                                                                                                                                             |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| †10.13(3)      |       | License  Agreement for ZR34325 Vector Signal Processor dated June 8, 1995 between  the Registrant and Atmel.                                                                                                                                                                                                                              |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| †10.14(3)      |       | Cooperation  and Project Funding Agreement dated June 16, 1991 between ZML and the  Israel-United States Binational Industrial Research and Development  Foundation (“BIRDF”).                                                                                                                                                  |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| †10.15(3)      |       | Cooperation  and Project Funding Agreement dated June 9, 1992 between ZML and BIRDF.                                                                                                                                                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.16(3)            |       | Note  of Approval No. 17391 dated September 5, 1994 issued to ZML by the  Office of Chief Scientist, Head of the Industrial Research and Development  Administration of the Israeli Ministry of Industry and Trade (the “Chief  Scientist”), together with ZML’s Letter of Undertaking dated  September 4, 1994. |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.17(3)            |       | Note  of Approval No. 17337 dated September 5, 1994 issued to ZML by the  Chief Scientist, together with ZML’s Letter of Undertaking dated  September 4, 1994.                                                                                                                                                             |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.18(3)            |       | Loan  Agreements dated July 25, 1995, August 1, 1995, August 15,  1995, August 31, 1995 and November 1, 1995 between ZML and the  Israel Discount Bank.                                                                                                                                                               |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.29(5)            |       | Summary  of Discussion dated April 23, 1996 between ZML and Matam regarding Lease  Agreement dated October 1, 1992 between ZML and Matam.                                                                                                                                                                                            |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.30(6)            |       | Memorandum  of Understanding Dated April 23, 1996 between ZML and IBM Israel Ltd.  regarding Lease Agreement dated October 1, 1992 between ZML and Matam.                                                                                                                                                                            |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.33(7)            |       | Sub-Sublease  dated April 1, 1997 between the Registrant and Integrated Silicon  Solutions, Inc.                                                                                                                                                                                                                                     |
|                |       |                                                                                                                                                                                                                                                                                                                                           |
| 10.36(8)            |       | Unprotected  Tenancy Agreement dated September 16, 1997 between ZML and Matam,  together with Appendix Addendum to Unprotected Tenancy Agreement of 16.9.97.                                                                                                                                                                              |

 

15

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| **Exhibit  Number** | ** ** | **Exhibit Title**                                                                                                                                                                                                                 |
|---------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.37(1)            |       | Addendum  to sub-sublease dated April 1, 1997 between the Registrant Integrated  Silicon Solution, Inc.                                                                                                                      |
|                |       |                                                                                                                                                                                                                                   |
| *10.38(9)           |       | Form of  Amendment of Nonstatutory Stock Option Agreement for Outside Directors.                                                                                                                                                  |
|                |       |                                                                                                                                                                                                                                   |
| 10.39(10)           |       | 2000  Nonstatutory Stock Option Plan.                                                                                                                                                                                                  |
|                |       |                                                                                                                                                                                                                                   |
| *10.40(10)          |       | Executive  Retention and Severence Plan.                                                                                                                                                                                               |
|                |       |                                                                                                                                                                                                                                   |
| *10.41(11)          |       | Employment  Agreement, dated as of May 4, 2003, by and between Registrant and  Young K. Sohn.                                                                                                                                |
|                |       |                                                                                                                                                                                                                                   |
| 10.42(12)           |       | Sublease  dated June 18, 2001 between Yahoo! Inc. and Oak Technology, Inc.                                                                                                                                                   |
|                |       |                                                                                                                                                                                                                                   |
| *10.43(12)          |       | Amended  and Restated 1995 Employee Stock Purchase Plan.                                                                                                                                                                               |
|                |       |                                                                                                                                                                                                                                   |
| 10.44(13)           |       | Oak  Technology, Inc. 1994 Stock Option Plan (as amended and restated).                                                                                                                                                           |
|                |       |                                                                                                                                                                                                                                   |
| 10.45(14)           |       | Oak  Technology, Inc. 1994 Outside Directors’ Stock Option Plan (as Amended  and Restated November 21, 2002).                                                                                                           |
|                |       |                                                                                                                                                                                                                                   |
| *10.46(12)          |       | Form of  Oak Technology, Inc. Outside Directors’ Non-Qualified Stock Option  Agreement for the 1994 Stock Option Plan and 1994 Outside Director’s Stock  Option Plan entered into by David Rynne and Peter Simone. |
|                |       |                                                                                                                                                                                                                                   |
| 10.47(15)           |       | Asset  purchase agreement between Oak Technology, Inc., and Sunplus Technology,  Co. LTC. dated April 3, 2003.                                                                                                               |
|                |       |                                                                                                                                                                                                                                   |
| *10.48(16)          |       | Summary  of Compensation Arrangements with Named Executive Officers and Nonemployee  Directors.                                                                                                                                        |
|                |       |                                                                                                                                                                                                                                   |
| 10.49               |       | Offer  Letter to Karl Schneider dated December 15, 1997, as amended  July 15, 1998.                                                                                                                                          |
|                |       |                                                                                                                                                                                                                                   |
| 10.50               |       | Offer  Letter to Camillo Martino dated July 30, 2001.                                                                                                                                                                             |
|                |       |                                                                                                                                                                                                                                   |
| 10.51               |       | Form of  Employee Proprietary Information and Inventions Agreement.                                                                                                                                                               |
|                |       |                                                                                                                                                                                                                                   |
| 31.1                |       | Certification  of Chief Executive Officer, pursuant to Rule 13a-14(a) or  15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002.                                                             |
|                |       |                                                                                                                                                                                                                                   |
| 31.2                |       | Certification  of Chief Financial Officer, pursuant to Rule 13a-14(a) or  15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002.                                                             |
|                |       |                                                                                                                                                                                                                                   |
| 32.1                |       | Certification  of Chief Executive Officer, pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                                                                                                                            |
|                |       |                                                                                                                                                                                                                                   |
| 32.2                |       | Certification  of Chief Financial Officer, pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002.                                                                                                                            |

 

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*                                         Constitutes a management contract orcompensatory plan required to be filed pursuant to Item 14(c) of Form 10-K.

 

†                                          Confidential treatment has been granted as toa portion of this Exhibit.

 

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(1)                                  Incorporated by reference to identicallynumbered exhibit to Registrant’s Form 10-K Annual Report for the yearended December 31, 2000.

 

(2)                                  Incorporated by reference to Exhibit 3.3to Registrant’s Form 10-Q Quarterly Report for the quarter ended September 30,1998.

 

(3)                                  Incorporated by reference to identicallynumbered exhibit to Registrant’s Form SB-2 Registration Statement (No. 33-98630-LA),which became effective on December 14, 1995.

 

(4)                                  Incorporated by reference to identicallynumbered exhibit to Registrant’s Form 10-Q Quarterly Report for thequarter ended June 30, 2002.

 

(5)                                  Incorporated by reference to Exhibit 10.1to the Registrant’s Form 10-Q Quarterly Report for the quarter ended June 30,1996 (the “June 1996 Form 10-Q”).

 

(6)                                  Incorporated by reference to Exhibit 10.2to the June 1996 Form 10-Q.

 

(7)                                  Incorporated by reference to identicallynumbered exhibit to Registrant’s Form 10-Q Quarterly Report for thequarter ended March 31, 1997.

 

(8)                                  Incorporated by reference to identicallynumbered exhibit to Registrant’s Form 10-K Annual Report for the yearended December 31, 1999.

 

(9)                                  Incorporated by reference to identicallynumbered exhibit to Registrant’s Form 10-Q Quarterly Report for thequarter ended June 30, 2001.

 

(10)                            Incorporated by reference to identicallynumbered exhibit to Registrant’s Form 10-K Annual Report for the yearended December 31, 2002.

 

(11)                            Incorporated by reference to identicallynumbered exhibit to Registrant’s Form S-4 Registration Statement (No. 333-105993,which became effective July 3, 2003.

 

(12)                            Incorporated by reference to identicallynumbered exhibit to Registrant’s Form 10-Q Quarterly report for thequarter ended September 30, 2003.

 

(13)                            Incorporated by reference to Exhibit 99.1of Form S-8 filed by Oak Technology, Inc. on April 14, 2003.

 

(14)                            Incorporated by reference to Exhibit 10.01of Form 10Q/A filed by Oak Technology, Inc.on June 27, 2003.

 

(15)                            Incorporated by reference to Exhibit 2.2of Form 8-K filed by Oak Technology, Inc. on April 18, 2003.

 

(16)                            Incorporated by reference to identicallynumbered exhibit to Registrant’s Form 10-K Annual Report for the year endedDecember 31, 2004.

 

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