sc13da206297087_12062010.htm

0000921895-10-001788.txt : 20101206 0000921895-10-001788.hdr.sgml : 20101206 20101206082216 ACCESSION NUMBER: 0000921895-10-001788 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20101206 DATE AS OF CHANGE: 20101206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ZORAN CORP \DE\ CENTRAL INDEX KEY: 0001003022 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942794449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47739 FILM NUMBER: 101233063 BUSINESS ADDRESS: STREET 1: 1390 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4085236500 MAIL ADDRESS: STREET 1: 1390 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ramius LLC CENTRAL INDEX KEY: 0001475770 IRS NUMBER: 270423711 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 845 7900 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Park Exchange LLC DATE OF NAME CHANGE: 20091030 SC 13D/A 1 sc13da206297087_12062010.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D sc13da206297087_12062010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)1

Zoran Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

98975F101

(CUSIP Number)

JEFFREY C. SMITH

RAMIUS LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

(212) 845-7955

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 30, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,110,650*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,110,650*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,110,650*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON CO

* Includes 429,400 Shares underlying Call Options exercisable within 60 days of the date hereof.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON COWEN OVERSEAS INVESTMENT LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,036,850*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,036,850*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,036,850*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%
14	TYPE OF REPORTING PERSON PN

* Includes 143,100 Shares underlying Call Options exercisable within 60 days of the date hereof.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON RAMIUS ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,036,850*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,036,850*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,036,850*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%
14	TYPE OF REPORTING PERSON OO

* Includes 143,100 Shares underlying Call Options exercisable within 60 days of the date hereof.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,110,650*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,110,650*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,110,650*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
14	TYPE OF REPORTING PERSON OO

* Includes 429,400 Shares underlying Call Options exercisable within 60 days of the date hereof.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON RAMIUS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,147,500*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,147,500*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,147,500*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14	TYPE OF REPORTING PERSON OO

* Includes 572,500 Shares underlying Call Options exercisable within 60 days of the date hereof.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON COWEN GROUP, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,147,500*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,147,500*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,147,500*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14	TYPE OF REPORTING PERSON CO

* Includes 572,500 Shares underlying Call Options exercisable within 60 days of the date hereof.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON RCG HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,147,500*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,147,500*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,147,500*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14	TYPE OF REPORTING PERSON OO

* Includes 572,500 Shares underlying Call Options exercisable within 60 days of the date hereof.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON C4S & CO., L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 4,147,500*
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 4,147,500*
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,147,500*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14	TYPE OF REPORTING PERSON OO

* Includes 572,500 Shares underlying Call Options exercisable within 60 days of the date hereof.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON PETER A. COHEN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,147,500*
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,147,500*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,147,500*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14	TYPE OF REPORTING PERSON IN

* Includes 572,500 Shares underlying Call Options exercisable within 60 days of the date hereof.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON MORGAN B. STARK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,147,500*
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,147,500*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,147,500*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14	TYPE OF REPORTING PERSON IN

* Includes 572,500 Shares underlying Call Options exercisable within 60 days of the date hereof.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON JEFFREY M. SOLOMON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,147,500*
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,147,500*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,147,500*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14	TYPE OF REPORTING PERSON IN

* Includes 572,500 Shares underlying Call Options exercisable within 60 days of the date hereof.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON THOMAS W. STRAUSS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 4,147,500*
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 4,147,500*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,147,500*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%
14	TYPE OF REPORTING PERSON IN

* Includes 572,500 Shares underlying Call Options exercisable within 60 days of the date hereof.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON JON S. CASTOR
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 10,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 10,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON DALE FULLER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 50,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 50,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON THOMAS LACEY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON JEFFREY MCCREARY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 21,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 21,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,000 1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON JEFFREY C. SMITH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - 1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 98975F101

1	NAME OF REPORTING PERSON EDWARD TERINO
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 20,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 20,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000 1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) LESS THAN 1%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 98975F101

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a) This statement is filed by:

(i)

Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), with respect to the Shares directly and beneficially owned by it;

(ii)

Cowen Overseas Investment LP, a Cayman Islands limited partnership (“COIL”), with respect to the Shares directly and beneficially owned by it;

(iii)

Ramius Advisors, LLC, a Delaware limited liability company (“Ramius Advisors”), that serves as the general partner of COIL;

(iv)

Ramius Value and Opportunity Advisors LLC, a Delaware limited liability company (“Value and Opportunity Advisors”), that serves as the investment manager of Value and Opportunity Master Fund;

(v)

Ramius LLC, a Delaware limited liability company (“Ramius”), that serves as the sole member of each of Value and Opportunity Advisors and Ramius Advisors;

(vi)

Cowen Group, Inc., a Delaware corporation (“Cowen”), that serves as the sole member of Ramius;

(vii)

RCG Holdings LLC, a Delaware limited liability company (“RCG Holdings”), that is a significant shareholder of Cowen;

(viii)

C4S & Co., L.L.C., a Delaware limited liability company (“C4S”), that serves as managing member of RCG Holdings;

(ix)

Peter A. Cohen, who serves as one of the managing members of C4S;

(x)

Morgan B. Stark, who serves as one of the managing members of C4S;

(xi)

Thomas W. Strauss, who serves as one of the managing members of C4S;

(xii)

Jeffrey M. Solomon, who serves as one of the managing members of C4S;

(xiii)

Jon S. Castor, who is a nominee for the Board of Directors (the “Board”);

(xiv)

Dale Fuller, who is a nominee for the Board;

(xv)

Thomas Lacey, who is a nominee for the Board;

(xvi)

Jeffrey McCreary, who is a nominee for the Board;

CUSIP NO. 98975F101

(xvii)

Jeffrey C. Smith, who is a nominee for the Board; and

(xviii)

Edward Terino, who is a nominee for the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of Ramius Advisors, Value and Opportunity Advisors, Ramius, Cowen, RCG Holdings, C4S and Messrs. Cohen, Stark, Strauss, Solomon and Smith is 599 Lexington Avenue, 20th Floor, New York, New York 10022. The principal business address of Mr. Castor is c/o ADPT Corporation, 691 S. Milpitas Blvd., Milpitas, California 95035. The principal business address of Mr. Fuller is c/o Phoenix Technologies Ltd., 915 Murphy Ranch Road, Milpitas, California 95035. The principal business address of Mr. Lacey is c/o Phoenix Technologies Ltd., 915 Murphy Ranch Road, Milpitas, California 95035. The principal business address of Mr. McCreary is 9468 Sullivan Place, Zionsville, IN 46077. ; The principal business address of Mr. Terino is 25 Indian Rock Road, Suite 23, Windham, New Hampshire 03087.

The address of the principal office of each of Value and Opportunity Master Fund, and COIL is c/o Citco Fund Services (Cayman Islands) Limited, Regatta Office Park, Windward 1, 2nd Floor, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of each of Value and Opportunity Master Fund and Cowen and their principal occupations and business addresses are set forth on Schedule A, annexed to the Schedule 13D (“Schedule A”), and incorporated by reference in this Item 2.

(c) The principal business of each of Value and Opportunity Master Fund and COIL is serving as a private investment fund. Value and Opportunity Master Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. COIL has been formed for the purpose of making equity and debt investments. The principal business of Value and Opportunity Advisors is acting as the investment manager of Value and Opportunity Master Fund. The principal business of Ramius Advisors is acting as the general partner of COIL. Ramius is engaged in money management and investment advisory services for third parties and propr ietary accounts and serves as the sole member of each of Value and Opportunity Advisors and Ramius Advisors. Cowen provides alternative investment management, investment banking, research, and sales and trading services through its business units, Ramius and Cowen and Company. Cowen also serves as the sole member of Ramius. RCG Holdings is a significant shareholder of Cowen. C4S serves as managing member of RCG Holdings. Messrs. Cohen, Strauss, Stark and Solomon serve as co-managing members of C4S.

Mr. Castor serves as a director of ADPT Corporation, a provider of data center I/O solutions. Mr. Fuller serves as the President & CEO of MokaFive, a venture-backed private company. Mr. Lacey serves as the President, Chief Executive Officer and a director of Phoenix Technologies Ltd., a recently publicly-traded global provider of basic input-output software for personal computers. Mr. McCreary serves as an independent management consultant. Mr. Smith is a Partner Managing Director of Ramius and the Chief Investment Officer of Value and Opportunity Master Fund. Mr. Terino serves as President of GET Advisory Services, LLC, a strategic and financial management consulting firm focused on the maritime and technology industries.

(d) No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

CUSIP NO. 98975F101

(e) No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Messrs. Cohen, Stark, Strauss, Solomon, Castor, Fuller, McCreary, Lacey, Smith and Terino are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The securities purchased by Value and Opportunity Master Fund and COIL were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, as set forth in Schedule B, which is incorporated by reference herein.

The aggregate purchase cost of the 3,575,000 Shares owned directly by Value and Opportunity Master Fund and COIL is approximately $23,384,000, excluding brokerage commissions.

The aggregate purchase cost of the call options exercisable into 572,500 Shares owned by Value and Opportunity Master Fund and COIL is approximately $672,688, excluding brokerage commissions.

The aggregate purchase cost of the 10,000 Shares owned directly by Mr. Castor is approximately $67,817. The Shares owned directly by Mr. Castor were purchased with personal funds.

The aggregate purchase cost of the 50,000 Shares owned directly by Mr. Fuller is approximately $380,945. The Shares owned directly by Mr. Fuller were purchased with personal funds.

The aggregate purchase cost of the 21,000 Shares owned directly by Mr. McCreary is approximately $148,280. The Shares owned directly by Mr. McCreary were purchased with personal funds.

The aggregate purchase cost of the 20,000 Shares owned directly by Mr. Terino is approximately $139,888, excluding brokerage commissions. The Shares owned directly by Mr. Terino were purchased with personal funds.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On December 6, 2010, Ramius delivered a letter to Levy Gerzberg, the President and CEO of the Issuer, and the members of the Issuer’s Board. In the letter, Ramius stated it believes that the Issuer’s shares are deeply undervalued and that such valuation discrepancy is primarily due to long-term fundamental underperformance and repeated missed expectations for revenue growth and profitability. In the letter, Ramius outlined its views on the Issuer’s historical performance, operating segments, valuation and necessary changes to Board composition to restore credibility and improve performance at the Issuer. Specifically, Ramius seriously questions the Board’s oversight of the Issuer given its decision to continue to allow management to spend mon ey chasing growth in the Issuer’s unprofitable and structurally challenged Digital Televisions (DTV) and DVD businesses. As such, Ramius believes the best course of action for the Issuer’s stockholders is to reconstitute the Board with directors capable of taking appropriate actions to return the Issuer to an acceptable level of profitability and to represent the best interests of all shareholders.

CUSIP NO. 98975F101

A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 6, 2010, Ramius filed with the Securities and Exchange Commission (“SEC”) a preliminary consent solicitation statement in connection with its anticipated solicitation of written consents (the “Solicitation”) from the stockholders of the Issuer to consent to the following actions without a stockholders’ meeting, as authorized by Delaware General Corporation Law (the “DGCL”):

· Repeal any provision of the Amended and Restated Bylaws of the Issuer (“the Bylaws”) in effect at the time this proposal becomes effective, including any amendments thereto, which were not included in the Bylaws that became effective on April 22, 2009 and were filed with the SEC on April 23, 2009;

· Remove without cause six (6) members of the Issuer’s Board, Raymond A. Burgess, Uzia Galil, James D. Meindl, James B. Owens, Jr., Arthur B. Stabenow and Philip M. Young, including any person (other than those elected pursuant to the Solicitation) elected or appointed to the Board to fill any vacancy on the Board or any newly-created directorships after December 6, 2010 and prior to the effectiveness of the proposals;

· Amend Article IV, Section 19 of the Bylaws to provide that any vacancies on the Board resulting from the removal of directors by the stockholders of the Issuer shall be filled exclusively by the stockholders of the Issuer; and

· Elect Jon S. Castor, Dale Fuller, Thomas Lacey, Jeffrey McCreary, Jeffrey C. Smith and Edward Terino to serve as directors of the Issuer (or, if any such nominee is unable or unwilling to serve as a director of the Issuer, any other person designated as a nominee by the remaining nominee or nominees).

Ramius reserves the right to take any other actions it deems appropriate to protect its rights as a stockholder of the Issuer.

On December 6, 2010, Value and Opportunity Master Fund delivered to the Issuer a letter requesting to inspect a complete list of the Issuer’s stockholders and other corporate records as permitted by applicable state law (the “Stockholder List Demand Letter”). The purpose of the Stockholder List Demand Letter is to enable Ramius to communicate with the Issuer’s stockholders in connection with a consent solicitation Ramius is preparing to undertake.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 50,226,172 Shares outstanding, as of November 3, 2010, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 5, 2010.

A.	Value and Opportunity Master Fund

(a)

As of the close of business on December 3, 2010, Value and Opportunity Master Fund beneficially owned 3,110,650 Shares, including 429,400 Shares underlying Call Options exercisable within 60 days of the date hereof.

Percentage: Approximately 6.2%.

CUSIP NO. 98975F101

(b)

1. Sole power to vote or direct vote: 3,110,650

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,110,650

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Value and Opportunity Master Fund since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

COIL

(a)

As of the close of business on December 3, 2010, COIL beneficially owned 1,036,850 Shares, including 143,100 Shares underlying Call Options exercisable within 60 days of the date hereof.

Percentage: Approximately 2.1%.

(b)

1. Sole power to vote or direct vote: 1,036,850

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,036,850

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by COIL since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

C.	Ramius Advisors

(a)

Ramius Advisors, as the general partner of COIL, may be deemed the beneficial owner of the 1,036,850 Shares beneficially owned by COIL.

Percentage: Approximately 2.1%.

(b)

1. Sole power to vote or direct vote: 1,036,850

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,036,850

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares by COIL since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

D.	Value and Opportunity Advisors

(a)

Value and Opportunity Advisors, as the investment manager of Value and Opportunity Master Fund, may be deemed the beneficial owner of the 3,110,650 Shares beneficially owned by Value and Opportunity Master Fund.

Percentage: Approximately 6.2%.

CUSIP NO. 98975F101

(b)

1. Sole power to vote or direct vote: 3,110,650

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,110,650

4. Shared power to dispose or direct the disposition: 0

(c)

Value and Opportunity Advisors has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D on behalf of Value and Opportunity Master Fund are set forth on Schedule B and incorporated herein by reference.

Ramius

(a)

Ramius, as the sole member of each of Value and Opportunity Advisors and Ramius Advisors, may be deemed the beneficial owner of the (i) 3,110,650 Shares beneficially owned by Value and Opportunity Master Fund and (ii) 1,036,850 Shares beneficially owned by COIL.

Percentage: Approximately 8.3%.

(b)

1. Sole power to vote or direct vote: 4,147,500

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,147,500

4. Shared power to dispose or direct the disposition: 0

(c)

Ramius has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.

Cowen

(a)

Cowen, as the sole member of Ramius, may be deemed the beneficial owner of the (i) 3,110,650 Shares beneficially owned by Value and Opportunity Master Fund and (ii) 1,036,850 Shares beneficially owned by COIL.

Percentage: Approximately 8.3%.

(b)

1. Sole power to vote or direct vote: 4,147,500

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,147,500

4. Shared power to dispose or direct the disposition: 0

(c)

Cowen has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.

G.	RCG Holdings

(a)

RCG Holdings, as a significant shareholder of Cowen, may be deemed the beneficial owner of the (i) 3,110,650 Shares beneficially owned by Value and Opportunity Master Fund and (ii) 1,036,850 Shares beneficially owned by COIL.

Percentage: Approximately 8.3%.

CUSIP NO. 98975F101

(b)

1. Sole power to vote or direct vote: 4,147,500

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,147,500

4. Shared power to dispose or direct the disposition: 0

(c)

RCG Holdings has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.

C4S

(a)

C4S, as the managing member of RCG Holdings, may be deemed the beneficial owner of the (i) 3,110,650 Shares beneficially owned by Value and Opportunity Master Fund and (ii) 1,036,850 Shares beneficially owned by COIL.

Percentage: Approximately 8.3%.

(b)

1. Sole power to vote or direct vote: 4,147,500

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,147,500

4. Shared power to dispose or direct the disposition: 0

(c)

C4S has not entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.

I.	Messrs. Cohen, Stark, Strauss and Solomon

(a)

Each of Messrs. Cohen, Stark, Strauss and Solomon, as the managing members of C4S, may be deemed the beneficial owner of the (i) 3,110,650 Shares beneficially owned by Value and Opportunity Master Fund and (ii) 1,036,850 Shares beneficially owned by COIL.

Percentage: Approximately 8.3%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 4,147,500

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 4,147,500

(c)

None of Messrs. Cohen, Stark, Strauss or Solomon has entered into any transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D. The transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.

CUSIP NO. 98975F101

J.	Mr. Castor

(a)

As of the close of business on December 3, 2010, Mr. Castor owned directly 10,000 Shares. Mr. Castor, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owner of the (i) 3,110,650 Shares beneficially owned by Value and Opportunity Master Fund and (ii) 1,036,850 Shares beneficially owned by COIL. Mr. Castor disclaims beneficial ownership of such Shares.

Percentage: Less than 1%.

(b)

1. Sole power to vote or direct vote: 10,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 10,000

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares during the past 60 days by Mr. Castor are set forth on Schedule B and incorporated herein by reference. The transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.

K.	Mr. Fuller

(a)

As of the close of business on December 3, 2010, Mr. Fuller owned directly 50,000 Shares. Mr. Fuller, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owner of the (i) 3,110,650 Shares beneficially owned by Value and Opportunity Master Fund and (ii) 1,036,850 Shares beneficially owned by COIL. Mr. Fuller disclaims beneficial ownership of such Shares.

Percentage: Less than 1%.

(b)

1. Sole power to vote or direct vote: 50,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 50,000

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares during the past 60 days by Mr. Fuller are set forth on Schedule B and incorporated herein by reference. The transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.

L.	Mr. McCreary

(a)

As of the close of business on December 3, 2010, Mr. McCreary owned directly 21,000 Shares. Mr. McCreary, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owner of the (i) 3,110,650 Shares beneficially owned by Value and Opportunity Master Fund and (ii) 1,036,850 Shares beneficially owned by COIL. Mr. McCreary disclaims beneficial ownership of such Shares.

Percentage: Less than 1%.

CUSIP NO. 98975F101

(b)

1. Sole power to vote or direct vote: 21,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 21,000

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares during the past 60 days by Mr. McCreary are set forth on Schedule B and incorporated herein by reference. The transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.

M.	Mr. Terino

(a)

As of the close of business on December 3, 2010, Mr. Terino owned directly 20,000 Shares. Mr. Terino, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owner of the (i) 3,110,650 Shares beneficially owned by Value and Opportunity Master Fund and (ii) 1,036,850 Shares beneficially owned by COIL. Mr. Terino disclaims beneficial ownership of such Shares.

Percentage: Less than 1%.

(b)

1. Sole power to vote or direct vote: 20,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 20,000

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares during the past 60 days by Mr. Terino are set forth on Schedule B and incorporated herein by reference. The transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.

N.	Messrs. Lacey and Smith

(a)

As of the close of business on December 3, 2010, none of Messrs. Lacey and Smith directly owned any Shares. Each of Messrs. Lacey and Smith, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, is deemed the beneficial owner of the (i) 3,110,650 Shares beneficially owned by Value and Opportunity Master Fund and (ii) 1,036,850 Shares beneficially owned by COIL. Each of Messrs. Lacey and Smith disclaims beneficial ownership of such Shares.

Percentage: 0%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c)

Neither of Messrs. Lacey and Smith has entered into any transactions in the Shares during the past 60 days. The transactions in the Shares since the filing of Amendment No. 1 to the Schedule 13D on behalf of Value and Opportunity Master Fund and COIL are set forth on Schedule B and incorporated herein by reference.

CUSIP NO. 98975F101

To the best of the Reporting Persons’ knowledge, none of the persons listed on Schedule A, who are not also Reporting Persons, beneficially owns any securities of the Issuer.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Value and Opportunity Master Fund has purchased in the open market from counterparties the right to call from such counterparties up to 429,400 Shares at a price of $7.50 per Share, if such right is exercised prior to or on June 11, 2011.

COIL has purchased in the open market from counterparties the right to call from such counterparties up to 143,100 Shares at a price of $7.50 per Share, if such right is exercised prior to or on June 11, 2011.

On December 6, 2010, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents in connection with the Solicitation, and (c) Value and Opportunity Master Fund and COIL agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Pursuant to letter agreements, Value and Opportunity Master Fund has agreed to indemnify Messrs. Castor, Fuller, McCreary, Lacey and Terino against any and all claims of any nature arising from the Solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Value and Opportunity Master Fund has agreed to compensate Messrs. Castor, Fuller, McCreary, Lacey and Terino for being named as and serving as nominees for election as directors of the Issuer pursuant to letter agreements (the “Compensation Letter Agreements”). Pursuant to the terms of the Compensation Letter Agreements, Value and Opportunity Master Fund has agreed to pay each of Messrs. Castor, Fuller, McCreary, Lacey and Terino (i) $10,000 in cash upon the earlier to occur of (a) the filing of a preliminary consent statement with the SEC relating to the Solicitation and (b) the submission of a letter to the Issuer nominating Messrs. Castor, Fuller, McCreary, Lacey and Terino for election as directors at the Issuer’s 2011 annual meeting of stockholders (the “Annual Meeting”) and (ii) $10,000 in cash upon the earlier to occur of (a) the filing of a definitive consent statement with the SEC relating to the Solicitation and (b) the filing of a definitive proxy statement with the SEC relating to a solicitation of proxies in favor of Messrs. Castor’s, Fuller’s, McCreary’s, Lacey’s and Terino’s election as directors of the Issuer at the Annual Meeting.

Pursuant to the Compensation Letter Agreements, each of Messrs Castor, Fuller, McCreary, Lacey and Terino agreed to use such compensation to acquire securities of the Issuer (the “Nominee Shares”) at such time that Messrs. Castor, Fuller, McCreary, Lacey and Terino shall determine, but in any event no later than 14 days after receipt of such compensation. If elected or appointed to serve as a director of the Board, each of Messrs. Castor, Fuller, McCreary, Lacey and Terino agreed not to sell, transfer or otherwise dispose of any Nominee Shares within two years of their election or appointment as a director; provided, however, in the event that the Issuer enters into a business combination with a third party, each of Messrs. Castor, Fuller, McCreary, Lacey and Terino may sell, transfer or exchange the Nominee Sha res in accordance with the terms of such business combination. A form of the Compensation Letter Agreements is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

CUSIP NO. 98975F101

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Letter to the President and CEO and Board of Directors of Zoran Corporation.

99.2

Joint Filing and Solicitation Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Cowen Overseas Investment LP, Ramius Advisors, LLC, Ramius Value and Opportunity Advisors LLC, Ramius LLC, Cowen Group, Inc., RCG Holdings LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon, Jon S. Castor, Dale Fuller, Thomas Lacey, Jeffrey McCreary, Jeffrey C. Smith and Edward Terino, dated December 6, 2010.

99.3

Form of Indemnification Letter Agreement.

99.4

Form of Compensation Letter Agreement.

99.5

Powers of Attorney for Jon S. Castor, Dale Fuller, Thomas Lacey, Jeffrey McCreary and Edward Terino.

CUSIP NO. 98975F101

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 6, 2010

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: Ramius Value and Opportunity Advisors LLC,
its investment manager

COWEN OVERSEAS INVESTMENT LP

By: Ramius Advisors, LLC,
its general partner

RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC

By: Ramius LLC,
its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,
its sole member

RAMIUS LLC

By: Cowen Group, Inc.,
its sole member

COWEN GROUP, INC.

RCG HOLDINGS LLC

By: C4S & Co., L.L.C.,
its managing member

C4S & CO., L.L.C.


By:	/s/ Owen S. Littman
	Name:	Owen S. Littman
	Title:	Authorized Signatory

/s/ Owen S. Littman
OWEN S. LITTMAN
As attorney-in-fact for Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jon S. Castor, Dale Fuller, Thomas Lacey, Jeffrey McCreary and Edward Terino

/s/ Jeffrey C. Smith
JEFFREY C. SMITH

CUSIP NO. 98975F101

SCHEDULE B

Transactions in the Shares During the Past 60 Days by , Jon S. Castor, Jeffrey McCreary and Edward Terino and by the Other Reporting Persons Since the Filing of Amendment No. 1 to the Schedule 13D

Shares of Common Stock

Purchased

Price Per

Share($)

Date of

Purchase

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

18,750		6.8500	11/23/10
18,750		6.8300	11/23/10
4,294	*		12/0310

COWEN OVERSEAS INVESTMENT LP

6,250		6.8500	11/23/10
6,250		6.8300	11/23/10
1,431	*		12/03/10

JON S. CASTOR

4,003		6.6600	11/01/10
5,997		6.8600	11/30/10

DALE FULLER

50,000

7.6189

12/03/10

JEFFREY MCCREARY

21,000

7.0207

12/02/10

EDWARD TERINO

20,000

6.9944

12/02/10

* June 2011 Call Options, ($7.50 Strike Price). 100 Shares underlie each Call Option.

EX-99.1 2 ex991to13da206297087_120610.htm LETTER TO CEO AND BOARD OF DIRECTORS OF ZORAN CORP ex991to13da206297087_120610.htm

Exhibit 99.1

December 6, 2010

Levy Gerzberg

Zoran Corporation

President and CEO

1390 Kifer Road

Sunnyvale, CA 94086

CC: Board of Directors

Dear Levy,

As you know, Ramius Value and Opportunity Advisors LLC, a subsidiary of Ramius LLC, together with certain of its affiliates (collectively, “Ramius”),beneficially owns approximately 8.3% of the shares outstanding of Zoran Corporation (“Zoran” or “the Company”), making us one of the Company’s largest shareholders.

We have conducted extensive research on the Company and the industries in which it operates. We firmly believe that Zoran’s shares are deeply undervalued. We feel that this valuation discrepancy is primarily due to long-term fundamental underperformance and repeated missed expectations for revenue growth and profitability. Shareholders have grown increasingly frustrated with the current direction and leadership of Zoran as demonstrated by the 18% drop in stock price on the day following the Company’s latest earnings announcement and the one-, three- and five-year decline of 25%, 69% and 59%, respectively. Based on the Company’s historical stock performance and fundamental performance, divergent operating segments and depressed valuation, we are proposing necessary and immedi ate changes to the Board’s composition. With the right Board leadership and improved oversight, significant opportunities exist to greatly improve operating performance and enhance stockholder value. We believe these changes must be implemented without delay to restore credibility and proper guidance in order to improve performance at Zoran.

Performance:

As shown in the table below, Zoran’s shares have dramatically underperformed the Russell 2000, NASDAQ and Peer Group over almost any measurement period. Over the past five years alone, Zoran’s shares have lost more than half their value while its Peer Group and indices have each registered material gains.

	Stock performance
	1 year	3 year	5 year
Zoran Corporation	(24.7%)	(68.5%)	(59.3%)
Russell 2000 Index	25.4%	(5.3%)	7.3%
NASDAQ Index	16.5%	(6.1%)	11.9%
Peer Group	49.6%	(1.9%)	26.6%

* Stock performance as of November 30, 2010
* Peer Group sourced from Zoran 2010 proxy and includes ATHR, BRCM, CNXT, DLB, DSPG, EFII, MRVL, MSCC, NEWP, NVDA„ OVTI, SIGM, SIMG, TRID and TQNT

The primary reason for this underperformance is the continued deterioration in consolidated financial performance. While revenues at Zoran have fallen by approximately $131 million, or 26%, since 2007, the Company’s Research and Development expenses have remained flat and Sales, General, and Administration expenses have declined by a mere $16 million. To illustrate this another way, Gross Profit has declined by $77.1 million and the Company has only reduced expenses by $16.7 million. The result is a decline in operating profits of over $60 million since 2007. The continued operating losses and cash burn have no end in sight, as is evidenced by the Company’s forecast for next quarter of a further decline in revenue by approximately $34 million to $39 million, or 35% to 40% respecti vely.

Operating Performance	$(in millions)
	2007		LTM			Change
Revenue	$	507.4	$	376.5		$	(130.9	)

Gross Profit		271.1		194.0			(77.1	)
Operating Expenses:
R&D		113.1		112.1			(1.0	)
SG&A		112.4		96.7			(15.7	)
Total Operating Expenses		225.6		208.8			(16.7	)

Operating Profit	$	45.5	$	(14.9	)	$	(60.4	)

Note: Operating expenses exclude one-time charges and include stock compensation expense. Note: LTM means Latest Twelve Months

The ongoing losses and cash burn have resulted in the public market attributing almost no value to Zoran’s operating business. As shown in the table below, pro forma for the Company’s recent acquisition of Microtune, Zoran has $286 million of cash and no debt. This implies a $59 million enterprise value based on Zoran’s stock price of $6.88 per share as of November 30, 2010 which means that as of the end of November, Zoran was trading below tangible book value of $6.90 per share. Further, assuming you believe Microtune is worth the $85 million of cash just spent on the acquisition, then the valuations as of November 30, 2010 valuation implies that Zoran’s legacy businesses had negative value at such time.

Capitalization and Balance Sheet Metrics	$(in millions, except per share values)

Current Stock Price	$	6.88
Shares Outstanding		50.2
Market Capitalization	$	345.6

Cash as of 9/30/2010	$	371.1
Less Purchased Value of Microtune		84.7
Current Pro Forma Cash Balance	$	286.4

Current Pro Forma Enterprise Value	$	59.1
Purchased Value of Microtune		84.7
Enterprise Value of Legacy Zoran Business	$	(25.5	)

Pro Forma Tangible Book Value		346.7

Pro Forma Tangible Book Value / Share	$	6.90
Pro Forma Cash / Share	$	5.70

Current Stock Price	$	6.88

* Per 10Q filed November 5, 2010, market data as of November 30, 2010.

Operating Segments:

In our analysis of Zoran, we bifurcate the operating segments into a) the profitable business segments and b) the unprofitable business segments that have had volatile, if not declining, revenues and substantial operating losses. We believe this methodology makes sense in order to fully understand the sum-of-the-parts valuation (as outlined in the following section).

a) Digital Still Camera “DSC” and Printer Businesses:

The DSC and printer businesses have many of the characteristics we look for when trying to identify high quality, sustainable, and differentiated businesses. These characteristics include; being leaders in their respective fields, having industry leading gross margins, high market share, and consistent top and bottom-line performance. Specifically, the DSC business offers leading technology with gross margins of approximately 54% and merchant market share of over 50%. Additionally, we believe the business generates approximately 16% operating margins and has grown nicely over the past several years.

Zoran’s printer business is also a high quality business, primarily comprised of recurring software licenses and royalties from large printer OEM’s who rely on the Company’s printer technology for their next generation printers. We believe Zoran’s printer business generates gross margins of approximately 80% and operating margins of approximately 25%.

Based on our own internal analysis, and as shown in the table below, we believe that on a combined basis these two businesses generated approximately $42 million of operating income in the last twelve months. Further, we have a high level of conviction that these businesses will continue to prosper and demonstrate sustainable revenue growth and profitability.

LTM as of 9/30/10							($ in millions)
	DSC			Printing			Total
Revenue	$	171.6		$	58.4		$	229.9
Gross Margin		54.0	%		80.0	%		60.6	%
Gross Profit		92.6			46.7			139.3
R&D		(34.8	)		(15.7	)		(50.5	)
SG&A		(30.9	)		(16.4	)		(47.4	)

Operating Income	$	26.9		$	14.6		$	41.5

R&D as % of Revenue		20.3	%		26.9	%		21.9	%
SG&A as % of Revenue		18.0	%		28.2	%		20.6	%
Total Operating Expenses as % of Revenue		38.3	%		55.1	%		42.6	%
Operating Margins		15.7	%		24.9	%		18.0	%

Note: Estimates based on Ramius assumptions DSC segment includes mobile phone segment

b) Digital Television “DTV” and DVD Business:

On the other hand, Zoran faces significant challenges in the DTV and DVD businesses. The DTV and DVD businesses are highly commoditized, low gross margin businesses, with significant competition from low cost Asian suppliers. The competitive nature of the DTV business specifically requires a disproportionately large amount of R&D spending as a percentage of revenue. We believe that these dynamics have resulted in Zoran generating total gross margins of only 37% in these businesses which is dramatically lower than the 76% of combined R&D and SG&A spending as a percentage of revenue. To put this another way, in the last twelve months, Zoran realized only $54.6 million in Gross Profit from these businesses while spending $111 million in R&D and SG&A. This upside do wn cost structure has resulted in Zoran losing approximately $56 million of operating income between the DTV and DVD businesses in the twelve months ended September 30, 2010. As discussed earlier, based on management’s revenue forecast for the next quarter, it appears that this may actually get worse.

LTM as of 9/30/10							($ in millions)
	DTV			DVD			Total
Revenue	$	100.5		$	46.1		$	146.6
Gross Margin		38.5	%		34.6	%		37.3	%
Gross Profit		38.7			15.9			54.6
R&D		(51.6	)		(10.1	)		(61.7	)
SG&A		(38.7	)		(10.6	)		(49.3	)

Operating Income	$	( 51.6	)	$	( 4.8	)	$	( 56.4	)

R&D as % of Revenue		51.3	%		21.9	%		42.1	%
SG&A as % of Revenue		38.5	%		23.1	%		33.7	%
Total Operating Expenses as % of Revenue		89.8	%		45.0	%		75.7	%
Operating Margins		(51.3	%)		(10.4	%)		(38.5	%)

Note: Estimates based on Ramius assumptions

The Company’s long term objectives in the DTV business are unclear and misguided. The DTV business is highly competitive, consisting of many low-cost Asian based suppliers fighting for market share and in some cases selling products at, or even below, cost. This issue was clearly highlighted on the Company’s last quarterly conference call when the Company announced that DTV revenue was expected to decline materially due to one of Zoran’s largest customers adding a second source supplier. Our channel checks indicate that this customer likely decided to switch suppliers purely based on price, where an Asia-based supplier was willing to fill orders at cost in order to increase capacity at its fab and maintain a high utilization rate. This customer loss represents a clear exampl e of the challenges inherent in the DTV business.

Based on our recent discussions with you and after listening to management’s commentary on the third quarter conference call, it appears that management’s proposed solution to the current issues facing the DTV business is to continue to invest heavily in R&D and Sales and Marketing to attempt to recapture market share losses and improve gross margins by penetrating the tier-one market and de-emphasizing the tier-two market. We believe that this is an ill-advised strategy that will not succeed.

One only needs to look at the performance of Trident Microsystems, a leading tier-one supplier to the DTV market, to understand our serious concerns. Over the last several years, Trident has acquired a number of DTV assets and has compiled a leading portfolio of DTV technology, consisting of an acquisition of NXP’s television systems and set-top box business lines and selected assets of Micronas’ frame rate converter, demodulator, and audio product lines. These acquisitions have resulted in revenue at Trident rising from $258 million in 2008 to $470.5 million over the last twelve months ended September 30, 2010. This compares to Zoran’s DTV revenue of $100.5 million over the same time period. Additionally, analysts that cover Trident expect approximately $570 million of reve nue in 2011 while Zoran’s expected 2011 revenue is $35 to $50 million. It seems reasonable to assume that Zoran is striving to achieve the ‘success’ of Trident with its DTV business since Trident has been able to achieve scale at over ten times Zoran’s size and has also successfully penetrated tier-one customers.

Despite Trident’s successful move towards penetrating tier-one customers and generating eleven to sixteen times Zoran’s expected 2011 DTV revenue of approximately $35 million to $50 million, Trident continues to generate substantial losses. If Trident is unable to produce profits in DTV with eleven to sixteen times Zoran’s expected 2011 DTV revenue, we question how Zoran believes that continuing to invest in DTV is prudent. How many years of losses in DTV should shareholders of Zoran be willing to spend in order to fund growth of a business in which competitors over ten times Zoran’s size cannot make a profit?

Unlike Trident, who continues to spend in DTV due to its sole focus in that market, Zoran enjoys the benefit of having other high quality business segments that generate substantial earnings. Zoran faces the same challenges as Trident in DTV: fierce competition from low cost Asian suppliers, the need to continue to innovate to maintain or increase market share and the short cycle nature of the DTV market. To make matters worse, Zoran lacks the achieved scale of Trident. Therefore, we fear that even if Zoran is ‘successful’ in penetrating into tier-one customers and substantially growing its DTV revenue, that it will prove difficult, if not impossible, to generate an acceptable risk-adjusted return on investment in this business within any reasonable time frame, if at all.

Interestingly, the newly acquired Microtune business faces the same difficult reality in its quest to penetrate the DTV market. Similar to Zoran, Microtune has a good core business with high market share and gross margins, a differentiated product offering, and a sustainable business model. Microtune is the leading silicon tuner supplier for the cable modem and multi-tuner set-top box market. Microtune dominates this market as the leading tier-one supplier with healthy margins and substantial profitability. Unfortunately, just like Zoran, Microtune has invested heavily in its DTV business with substantial losses and little, if any, traction towards long-term sustainable revenue growth. Based on our own internal estimates, we believe Microtune’s core cable business should gene rate approximately $18 million of operating income for 2010, which is almost entirely offset by losses in its DTV business.

Valuation:

We believe the current market price for Zoran’s shares fails to recognize the substantial value reflected by a sum-of-the-parts analysis. This is likely due to management’s continued commitment to fund losses in the DTV and DVD business with cash flow from the DSC and printer business and from the Company’s cash rich balance sheet. In fact, we believe the market is currently ascribing substantial negative value to the Company’s DTV and DVD businesses. In the table below, we illustrate that if Zoran were valued solely based on our estimate of EBITDA and earnings per share (EPS) from the DSC, Printer, and cable portion of Microtune’s business, the market would currently be valuing the Company at 0.9x EBITDA and 1.5x EPS (excluding cash). Clearly, these are draconia n valuation multiples for such high quality businesses. It can only be inferred from this, that shareholders are significantly penalizing the Company for its continuing heavy investment and continuing losses from the DTV and DVD businesses.

DSC, Printer, and Microtune Cable Operating Results	$(in millions, except per share)
		LTM

Revenue	$	301.5
Gross Margin		58.9	%
Gross Profit		177.7
R&D		(58.4	)
SG&A		(60.1	)
Operating Income		59.2
D&A		5.8

EBITDA	$	64.9

Current Market Capitalization	$	345.6
Less: Pro Forma Cash		(286.4	)
Current Enterprise Value	$	59.1

EV / EBITDA		0.9	x

Estimated Taxes (35%)		(20.7	)
Net Income (Excluding Cash and Interest)	$	38.5

Shares Outstanding		50.2

EPS	$	0.77

Current Stock Price	$	6.88
Less: Estimated Cash and Investments Per Share	$	(5.70	)
Pro Forma Stock Price Excluding Cash and Investments	$	1.18

P/E Multiple (excluding cash)		1.5	x

Note: Estimates based on Ramius assumptions Enterprise value includes cash, short term investments and long term investments

Based on comparable company analysis, we believe that, at a minimum, valuation multiples for these businesses should be between 6.0x and 7.0x EBITDA.

Board Composition:

Shareholders cannot sit idly by and continue to allow the management team and Board to destroy shareholder value by spending good money after bad in pursuit of elusive revenue growth that may never result in improved profitability. The business must be stabilized and immediately returned to acceptable levels of profitability in order to ensure the long-term value for Zoran shareholders. We seriously question the Board’s oversight of the Company given its decision to continue to allow management to recklessly spend money chasing growth in unprofitable and structurally challenged businesses like DTV and DVD. We believe the best course of action for shareholders of Zoran is to immediately reconstitute the Board with directors capable of taking appropriate actions to return Zoran to an acceptable leve l of profitability and to represent the best interests of all shareholders.

To that end, as announced this morning in a press release and amended Schedule 13D filing with the SEC, we have filed preliminary consent solicitation materials with the SEC in furtherance of a consent solicitation seeking shareholder support to remove six members of the current Board of Directors and replace them with director candidates that we believe have the appropriate skills and fortitude to implement significant changes for the benefit of all Zoran shareholders. These candidates, five of whom are independent of Ramius, have directly relevant business and financial experience that will allow them to make the necessary informed decisions to orchestrate a successful and prompt turnaround at Zoran.

Our only way to ensure that immediate steps are taken to restore creditability and enhance shareholder value at Zoran is to reconstitute the Board with directors who are committed to a course of action that will return Zoran to an acceptable level of profitability. We believe that these actions are necessary to protect and serve the best interests of all Zoran shareholders.

Best Regards,

/s/ Jeffrey C. Smith

Jeffrey C. Smith

Partner

Ramius LLC

EX-99.2 3 ex992to13da206297087_120610.htm JOINT FILING AND SOLICITATION AGREEMENT ex992to13da206297087_120610.htm

Exhibit 99.2

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Zoran Corporation, a Delaware corporation (the “Company”);

WHEREAS, Ramius Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Value and Opportunity Master Fund”), Cowen Overseas Investment LP, a Cayman Islands limited partnership (“COIL”), Ramius Advisors, LLC, a Delaware limited liability company, Ramius Value and Opportunity Advisors LLC, a Delaware limited liability company, Ramius LLC, a Delaware limited liability company (“Ramius”), Cowen Group, Inc., a Delaware corporation, RCG Holdings LLC, a Delaware limited liability company, C4S & Co., L.L.C., a Delaware limited liability company, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jeffrey M. Solomon (collectively, the “Ramius Group”), Jon S. Castor, Dale Fuller, Thomas Lacey, Jeffrey McCreary, Jeffrey C. Smith and Edward Terino wish to form a group in conne ction with (i) a written consent solicitation to solicit proxies or written consents to remove six directors from the Company’s Board of Directors (the “Board”) without cause and any person elected or appointed to the Board to fill any vacancy on the Board or any newly-created directorships prior to the effectiveness of such proposal and to elect Jon S. Castor, Dale Fuller, Thomas Lacey, Jeffrey McCreary, Jeffrey C. Smith and Edward Terino (the “Nominees”) to the Board (the “Consent Solicitation”) and (ii) a proxy solicitation that the Ramius Group is considering undertaking to nominate and elect the Nominees at the Company’s 2011 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Proxy Solicitation”) and (iii) for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 6th day of December 2010 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate. Ramius or its representatives shall provide each member of the Group with copies of all Schedule 13 D filings and other public filings to be filed on behalf of such member at least 24 hours prior to the filing or submission thereof.

2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3. Each of the undersigned agrees to form the Group for the purpose of (i) the Consent Solicitation, (ii) the Proxy Solicitation and (iii) taking all other action necessary or advisable to achieve the foregoing.

4. Value and Opportunity Master Fund and COIL shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agree to pay directly all such pre-approved expenses on a pro rata basis between Value and Opportunity Master Fund and COIL based on the number of Shares in the aggregate beneficially owned by each of Value and Opportunity Master Fund and COIL on the date hereof.

5. Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Ramius, or its representatives, which approval shall not be unreasonably withheld.

6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

9. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steven Wolosky at Olshan, Fax No. (212) 451-2222.

10. Each party acknowledges that Olshan shall act as counsel for both the Group and Ramius and its affiliates relating to their investment in the Company.

11. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

Signature Page to Zoran Corporation Joint Filing and Solicitation Agreement

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

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

By: Ramius Value and Opportunity Advisors LLC,
its investment manager

COWEN OVERSEAS INVESTMENT LP

By: Ramius Advisors, LLC,
its general partner

RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC

By: Ramius LLC,
its sole member

RAMIUS ADVISORS, LLC

By: Ramius LLC,
its sole member

RAMIUS LLC

By: Cowen Group, Inc.,
its sole member

COWEN GROUP, INC.

RCG HOLDINGS LLC

By: C4S & Co., L.L.C.,
its managing member

C4S & CO., L.L.C.


By:	/s/ Owen S. Littman
	Name:	Owen S. Littman
	Title:	Authorized Signatory

/s/ Owen S. Littman
OWEN S. LITTMAN
As attorney-in-fact for Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, Jon S. Castor, Dale Fuller, Thomas Lacey, Jeffrey McCreary and Edward Terino

/s/ Jeffrey C. Smith
JEFFREY C. SMITH

EX-99.3 4 ex993to13da206297087_120610.htm FORM OF INDEMNIFICATION LETTER AGREEMENT ex993to13da206297087_120610.htm

Exhibit 99.3

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

c/o Ramius Value and Opportunity Advisors LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

December __, 2010

__________

Re: Zoran Corporation

Dear Mr. ______:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Zoran Corporation (the “Company”) in connection with (i) a written consent solicitation that Ramius Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Ramius Group”) is considering undertaking for the election of directors to the Company’ Board and/or (ii) a proxy solicitation that the Ramius Group is considering undertaking to nominate and elect directors at the Company’s 2011 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (collectively, the “Ramius Group Solicitations”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.

The members of the Ramius Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Ramius Group Solicitations and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement; provided further, that this indemnification agreement and all of the Ramius Group’s obligations hereunder shall not apply to any of your act ions or omissions as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Ramius Group Solicitations and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Ramius Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Ramius Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Ramius Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The Ramius Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of yo u from any and all liability in respect of such claim.

You hereby agree to keep confidential and not disclose to any party, without the consent of the Ramius Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Ramius Group, its affiliates or members of its Schedule 13D group which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Ramius Group, its affiliates or members of its Schedule 13D group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Ramius Group so that the Ramius Group or any member thereof may seek a protective order or other appropriate remedy or, in the Ramius Group’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the Ramius Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Ramius Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as con fidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Ramius Group and, upon the request of a representative of the Ramius Group, all such information shall be returned or, at the Ramius Group’s option, destroyed by you, with such destruction confirmed by you to the Ramius Group in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

* * *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: Ramius Value and Opportunity Advisors LLC, its investment manager

By:
Name:
Title:	Authorized Signatory

ACCEPTED AND AGREED:

______________________

EX-99.4 5 ex994to13da206297087_120610.htm FORM OF COMPENSATION LETTER AGREEMENT ex994to13da206297087_120610.htm

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD

c/o Ramius Value and Opportunity Advisors LLC

599 Lexington Avenue, 20th Floor

New York, New York 10022

December __, 2010

__________

Dear Mr. ______:

This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Ramius Group”), including Ramius Value and Opportunity Master Fund Ltd, a subsidiary of Ramius LLC, for election as a director of Zoran Corporation (the “Company”) in connection with (i) a written consent solicitation that the Ramius Group is considering undertaking for the election of directors to the Company’ Board and/or (ii) a proxy solicitation that the Ramius Group is considering undertaking to nominate and elect directors at the Company’s 2011 annual meeting of stockholders (the “Annual Meeting”), or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (collectively, the “Ramius Group Solicitations”).

In consideration of your agreement to be named and serve as a nominee of the Ramius Group in connection with the Ramius Group Solicitations, the undersigned hereby agrees to pay you (i) $10,000 in cash upon the earlier to occur of (a) the Ramius Group filing a preliminary consent statement with the U.S. Securities and Exchange Commission (“SEC”) relating to a solicitation of consents in favor of your election as a director of the Company and (b) the Ramius Group submitting a letter to the Company nominating you for election as a director of the Company and (ii) $10,000 in cash upon the earlier to occur of (a) the filing of a definitive consent statement with the SEC relating to a solicitation of consents in favor of your election as a director of the Company and (b) the filing of a definitive proxy statement with the SEC r elating to a solicitation of proxies in favor of your election as a director of the Company at the Annual Meeting. You hereby agree to use such compensation, or an equivalent amount of other funds, to acquire securities of the Company (the “Nominee Shares”) at such time that you shall determine, but in any event no later than 14 days after receipt of such compensation; provided, however, in the event you are unable to transact in the securities of the Company due to possession of material non-public information or any other limitation or restriction, you shall have 14 days from the first date that you can transact in the securities of the Company to acquire such securities. If elected or appointed to serve as a director of the Company’s Board, you agree not to sell, transfer or otherwise dispose of any Nominee Shares within two (2) years of your election or appointment as a director; provided, however, in the event that the Company enters into a business combination wi th a third party, you may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.

The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York, without regard to its principles of conflict of laws, and by applicable laws of the United States. The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices. The parties hereto waive trial by jury in respect of any such proceeding.

This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.

This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: Ramius Value and Opportunity Advisors LLC, its investment manager

By:
Name:
Title:	Authorized Signatory

Accepted and Agreed to:

____________________

EX-99.5 6 ex995to13da206297087_120610.htm POWERS OF ATTORNEY ex995to13da206297087_120610.htm

Exhibit 99.5

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey M. Solomon and Owen S. Littman, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Zoran Corporation (the “Company”) directly or indirectly beneficially owned by Ramius LLC or any of its affiliates (collectively, the “Ramius Group”) and (ii) any proxy solicitation or consent solicitation of the Ramius Group to elect the Ramius Group’s slate of director nominees to the board of directors of the Company at the 2011 annual meeting of stockholders of the Company or otherwise (the “Solicitations”). Such action shall incl ude, but not be limited to:

1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Ramius Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitations;

2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitations;

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ramius Group;

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5. taking any other action of any type whatsoever in connection with the Solicitations, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Sec tion 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Ramius Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of December 2010.



	/s/ Jon S. Castor
	JON S. CASTOR

POWER OF ATTORNEY

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ramius Group;

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of December 2010.



	/s/ Dale L. Fuller
	DALE L. FULLER

POWER OF ATTORNEY

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ramius Group;

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of December 2010.



	/s/ Thomas Lacey
	THOMAS LACEY

POWER OF ATTORNEY

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ramius Group;

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of December 2010.



	/s/ Jeffrey S. Mccreary
	JEFFREY S. MCCREARY

POWER OF ATTORNEY

3. executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Ramius Group;

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of December 2010.



	/s/ Edward Terino
	EDWARD TERINO