S-8

As filed with the Securities and Exchange Commission on April 9, 2004
Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

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

 

California	94-2848099
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

1221 California Circle
Milpitas, California    95035-3024
(Address of principal executive offices, including zip code)

2001 Employee Stock Option Plan
2001 Employee Stock Purchase Plan
(Full title of the Plan)

Thinh Q. Tran
Chief Executive Officer
Sigma Designs, Inc.
1221 California Circle
Milpitas, CA   95035
(408) 262-9003

(Name, address, including zip code, and telephone number,
including area code,
of agent for service)

Copy to:
Mark A. Bertelsen, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA   94304-1050
(650) 493-9300

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value: Issuable under the 2001 Employee Stock Option Plan (the "Option Plan")	825,519	$7.24	$5,976,757.56	$757.26
Issuable under the 2001 Employee Stock Purchase Plan (the "Purchase Plan")	50,000	$7.24	$362,000.00	$45.87
Total	875,519	$7.24	$6,338,757.56	$803.13

(1)   This Registration Statement shall also cover any additional shares of the Registrant's Common Stock that become issuable under the Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant's outstanding shares of Common Stock.

(2)   Estimated solely for the purpose of computing the registration fee required by Section 6(b) of the Securities Act pursuant to Rules 457(h) and 457(c) under the Securities Act, based upon the average between the high and low prices of the Common Stock as reported on the Nasdaq National Market on April 5, 2004.

(3)   This amount results from the automatic annual increase on the first day of the Company's fiscal year of 825,519 shares to the shares of the Registrant's Common Stock reserved for issuance under the Option Plan, which annual increase is provided for in the Option Plan.

(4)   This amount results from the automatic annual increase on the first day of the Company's fiscal year of 50,000 shares to the shares of the Registrant's Common Stock reserved for issuance under the Purchase Plan, which annual increase is provided for in the Purchase Plan..

       This registration statement relates to the registration of additional securities of the same class as other securities for which a registration statement on Form S-8 relating to the 2001 Employee Stock Option Plan and the 2001 Employee Stock Purchase Plan of Sigma Designs, Inc. is effective. Pursuant to General Instruction E of Form S-8, the contents of the earlier Registration Statement on Form S-8 filed June 29, 2001 (Registration No. 333-64234) hereby are incorporated by reference.

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on this 9^th day of April 2004.

SIGMA DESIGNS, INC.

By: /s/ Thinh Q. Tran

Thinh Q. Tran

President and Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Thinh Q. Tran and Kit Tsui, and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement on Form S-8 together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions that may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed on this 9^th day of April 2004 by the following persons in the capacities indicated:

Signatures	Title
/s/ Thinh Q. Tran Thinh Q. Tran	Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)
/s/ Kit Tsui Kit Tsui	Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
/s/ William J. Almon William J. Almon	Director
/s/ Julien Nguyen Julien Nguyen	Director
/s/ Lung C. Tsai Lung C. Tsai	Director

Index to Exhibits

Exhibit Number	Description
5.1	Opinion of counsel as to legality of securities being registered.
23.1	Consent of counsel (contained in Exhibit 5.1).
23.2	Independent Auditor's Consent
24.1	Powers of Attorney (see page 4).

EX-5.1

Exhibit 5.1

April 9, 2004

Sigma Designs, Inc.
1221 California Circle
Milpitas, CA 95035

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

      We have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Sigma Designs, Inc., a California corporation ("the Registrant" or "you"), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 875,519 shares of your Common Stock (the "Shares"), 825,519 of which Shares are reserved for issuance under your 2001 Employee Stock Option Plan (the "Option Plan"), and 50,000 of which Shares are reserved for issuance under your 2001 Employee Stock Purchase Plan (the "Purchase Plan," and, together with the Option Plan, the "Plans"). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the proposed sale and issuance of the Shares by the Registrant under the Plans. We assume that each issuance of Shares will be made in accordance with the terms of each of the Option Plan or the Purchase Plan, as applicable.

      It is our opinion that, upon completion of the actions being taken, or contemplated by us as your legal counsel to be taken by you prior to the issuance of the Shares pursuant to the Registration Statement and the Plans, and upon completion of the actions being taken in order to permit such transactions to be carried out in accordance with the securities laws of the various states where required, the Shares will be legally and validly issued, fully paid and nonassessable.

      We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ WILSON SONSINI GOODRICH & ROSATI, P.C.

EX-23.2

Exhibit 23.2

INDEPENDENT AUDITOR'S CONSENT

      We consent to the incorporation by reference in this Registration Statement of Sigma Designs, Inc. on Form S-8 of our report dated February 28, 2003 (March 10, 2003 as to Note 15), appearing in the Annual Report on Form 10-K of Sigma Designs, Inc. for the fiscal year ended January 31, 2003.

/s/ Deloitte & Touche LLP

San Jose, California
April 9, 2004