8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT  

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

June 3, 2004

Date of Report (date of earliest event reported)

Sigma Designs, Inc.

(Exact name of Registrant as specified in its charter)

California	000-15116	94-2848099
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1221 California Circle

Milpitas, California 95035

(Address of principal executive offices)

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

N/A

(Former name or former address, if changed since last report)

Item 5. Other Events

      On June 3, 2004, Sigma Designs, Inc. issued a press release (the "Press Release") announcing that its Board of Directors approved the adoption of a Shareholder Rights Plan.

      The Press Release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated by reference herein. The foregoing summary of the Press Release is qualified in its entirety by reference to the Press Release

Item 7. Financial Statements and Exhibits

      (c) Exhibits

Exhibit Number	Description
99.1	Press Release of Sigma Designs, Inc., dated as of June 3, 2004, entitled "Sigma Designs, Inc. Adopts Shareholder Rights Plan."

2

Signatures

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

Date: June 4, 2004	SIGMA DESIGNS, INC.
	/s/    Kit Tsui Kit Tsui Chief Financial Officer and Secretary (Principal Financial Officer and Accounting Officer)

3

Exhibit Index

Exhibit Number	Description
99.1	Press release of Sigma Designs, Inc., dated as of June 3, 2004 entitled "Sigma Designs., Inc. Adopts Shareholder Rights Plan."

*    Also provided in PDF format as a courtesy.

4

EX-99.1

EXHIBIT 99.1

Investor Relations Contact:
Ken Lowe
Sigma Designs, Inc.
Tel: 408/957-9850
Fax: 408/957-9741
IR@sdesigns.com

For Immediate Release

SIGMA DESIGNS, INC. ADOPTS SHAREHOLDER RIGHTS PLAN

MILPITAS, Calif.,-June 3, 2004-Sigma Designs, Inc. (Nasdaq: SIGM), a leader in digital media processors for consumer appliances, today announced that its board of directors has adopted a shareholder rights plan.

      The shareholder rights plan is designed to guard against partial tender offers and other coercive tactics to gain control of the company without offering a fair and adequate price and terms to all of Sigma's shareholders. The plan was not adopted in response to any efforts to acquire the company, and the company is not aware of any such efforts.

      Under the plan, Sigma will issue a dividend of one right for each share of its common stock held by shareholders of record as of the close of business on June 18, 2004. Each right will initially entitle shareholders to purchase a fractional share of the company's preferred stock (though the rights will not be exercisable unless triggered by certain events). In the event that a person or group acquires, or announces a tender or exchange offer that would result in the acquisition of, fifteen percent or more of Sigma's common stock, the rights will become exercisable. The exercise of each right (and payment of the exercise price thereof, i.e., $58.00), will effectively result, for all rights holders except the acquiring person or group, in the acquisition of twice the number of shares of Sigma common stock (or in certain cases, shares of the third party acquirer) that could be purchased in the market for the exercise price of each right (unless the rights are previously redeemed by Sigma for $0.001 per right in the case where the company wishes to proceed with the tendered offer). Further details of the plan are outlined in a letter that will be mailed to shareholders as of the record date.

About Sigma Designs, Inc.

       Sigma Designs (Nasdaq: SIGM) specializes in silicon-based MPEG decoding for streaming video, progressive DVD playback, and advanced digital set-top boxes. Sigma's award-winning REALmagic® Video Technology is used in both commercial and consumer applications providing highly integrated solutions for high-quality decoding of MPEG-1, MPEG-2 and MPEG-4. Headquartered in Milpitas, Calif., Sigma also has sales offices in China, Europe, Hong Kong, Japan, Korea and Taiwan. For more information, please visit our web site at www.sigmadesigns.com/.

      REALmagic and Sigma Designs are registered trademarks of Sigma Designs. All other products and companies referred to herein are trademarks or registered trademarks of their respective companies.

###