SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

SCHEDULE TO

Tender Offer Statement

under Section 14(d)(1) or 13(e)(1) of the

Securities Exchange Act of 1934

Sigma Designs, Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, No Par Value Per Share

(Title of Class of Securities)

826565103

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

Thinh Q. Tran

President and Chief Executive Officer

Sigma Designs, Inc.

1221 California Circle

Milpitas, California 95035

(408) 262-9003

(Name, address, and telephone numbers of person authorized to

receive notices and communications on behalf of filing persons)

Copies to:

Greg L. Pickrell, Esq.	Justin D. Hovey, Esq.
Pillsbury Winthrop Shaw Pittman LLP	Pillsbury Winthrop Shaw Pittman LLP
2475 Hanover Street	P.O. Box 7880
Palo Alto, California 94304	San Francisco, California 94120
(650) 233-4545	(415) 983-1200

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$22,378,879	$	678.03

* Estimated solely for purposes of calculating the amount of the filing fee. This amount assumes that options to purchase a total of 1,186,287 shares of common stock of Sigma Designs, Inc. having an aggregate value of $22,378,879 as of May 15, 2007 will be accepted for amendment pursuant to the offer. The aggregate value of such options was calculated using the Black-Scholes option pricing model based upon the average of the high and low prices of the issuer’s common stock as reported on the NASDAQ Global Market on May 10, 2007.

** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $30.70 for each $1,000,000 of the value of the transaction.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$678.03
Form or Registration No.:	SC TO-I
Filing party:	Sigma Designs, Inc.
Date filed:	May 15, 2007

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    ¨

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Sigma Designs, Inc., a California corporation (the “Company”), with the Securities and Exchange Commission on May 15, 2007, relating to the offer by the Company (the “Offer”) to amend the exercise price of certain options (the “eligible options”) to purchase shares of the Company’s common stock which were granted under the Company’s Amended and Restated 1994 Stock Plan or the 2001 Employee Stock Option Plan that: (i) have exercise prices per share that were less than the fair market value per share of the common stock underlying the option on the option’s measurement date for financial accounting purposes, (ii) were unvested, either in whole or in part, as of December 31, 2004, and (iii) are outstanding (unexercised) as of the date of the Offer and as of the last date on which the Offer remains open for acceptance. This Amendment No. 1 is being filed to attach new Exhibit (a)(1)(l), which is an email communication sent to employees on the date hereof regarding the exercise of stock options and announcing the resignation of Mark Kent, the Company’s Chief Financial Officer, as set forth in a press release attached hereto as Exhibit (a)(1)(m).

This Amendment No. 1 to the Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.

Except as amended and supplemented hereby, all terms of the Offer and all disclosure set forth in the Schedule TO and the exhibits thereto remain unchanged.

Item 12. Exhibits

Exhibit Number	Description
(a)(1)(a)	Offer to Amend Certain Options, dated May 15, 2007.*
(a)(1)(b)	Email sent on April 20, 2007 by Thinh Q. Tran, Sigma’s President and Chief Executive Officer, to certain non-executive employees of Sigma (incorporated by reference to Exhibit 99.1 filed with the Schedule TO-C filed by the Registrant on April 20, 2007).
(a)(1)(c)	E-mail Announcement of Tender Offer, dated May 15, 2007, including Form of Addendum.*
(a)(1)(d)	Election Form.*
(a)(1)(e)	Withdrawal Form.*
(a)(1)(f)	Form of Promise to Make Cash Payment.*
(a)(1)(g)	Forms of Confirmation E-Mail.*
(a)(1)(h)	Forms of Reminder E-Mail to Eligible Employees.*
(a)(1)(i)	Form of Amendment to Stock Option Agreements.*
(a)(1)(j)	Form of Notice of Acceptance of Options for Amendment.*
(a)(1)(k)	Sigma Designs, Inc. Employee Presentation Materials.*
(a)(1)(l)	Email sent on May 21, 2007 by Mark R. Kent, Sigma’s Chief Financial Officer, to employees of Sigma regarding the exercise of stock options and announcing his resignation as Chief Financial Officer of the Company.
(a)(1)(m)	Press Release of Sigma Designs, Inc., dated May 18, 2007 announcing the resignation of Mark R. Kent as the Company’s Chief Financial Officer (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 18, 2007).
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)	Not Applicable.
(b)	Not Applicable.
(d)(1)	Sigma Designs, Inc. Amended and Restated 1994 Stock Plan (incorporated by reference to Exhibit filed with the Registrant’s Registration Statement on Form S-8 (No. 333-86875) filed on September 10, 1999).
(d)(2)	Amended Exercise Form for Stock Option Agreement issued under Sigma Designs, Inc. Amended and Restated 1994 Stock Plan.*
(d)(3)	Sigma Designs, Inc. 2001 Employee Stock Option Plan (incorporated by reference to Exhibit filed with the Registrant’s Registration Statement on Form S-8 (333-64234) filed on June 29, 2001).
(d)(4)	Amended Exercise Form for Stock Option Agreement issued under Sigma Designs, Inc. 2001 Employee Stock Option Plan.*
(g)	Not Applicable.
(h)	Not Applicable.

* Previously filed.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Sigma Designs, Inc.
Date: May 21, 2007	/s/ Mark R. Kent
	Name:	Mark R. Kent
	Title:	Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Number	Description
(a)(1)(a)	Offer to Amend Certain Options, dated May 15, 2007.*
(a)(1)(b)	Email sent on April 20, 2007 by Thinh Q. Tran, Sigma’s President and Chief Executive Officer, to certain non-executive employees of Sigma (incorporated by reference to Exhibit 99.1 filed with the Schedule TO-C filed by the Registrant on April 20, 2007).
(a)(1)(c)	E-mail Announcement of Tender Offer, dated May 15, 2007, including Form of Addendum.*
(a)(1)(d)	Election Form.*
(a)(1)(e)	Withdrawal Form.*
(a)(1)(f)	Form of Promise to Make Cash Payment.*
(a)(1)(g)	Forms of Confirmation E-Mail.*
(a)(1)(h)	Forms of Reminder E-Mail to Eligible Employees.*
(a)(1)(i)	Form of Amendment to Stock Option Agreements.*
(a)(1)(j)	Form of Notice of Acceptance of Options for Amendment.*
(a)(1)(k)	Sigma Designs, Inc. Employee Presentation Materials.*
(a)(1)(l)	Email sent on May 21, 2007 by Mark R. Kent, Sigma’s Chief Financial Officer, to employees of Sigma regarding the exercise of stock options and announcing his resignation as Chief Financial Officer of the Company.
(a)(1)(m)	Press Release of Sigma Designs, Inc., dated May 18, 2007 announcing the resignation of Mark R. Kent as the Company’s Chief Financial Officer (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 18, 2007).
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)	Not Applicable.
(b)	Not Applicable.
(d)(1)	Sigma Designs, Inc. Amended and Restated 1994 Stock Plan (incorporated by reference to Exhibit filed with the Registrant’s Registration Statement on Form S-8 (No. 333-86875) filed on September 10, 1999).
(d)(2)	Amended Exercise Form for Stock Option Agreement issued under Sigma Designs, Inc. Amended and Restated 1994 Stock Plan.*
(d)(3)	Sigma Designs, Inc. 2001 Employee Stock Option Plan (incorporated by reference to Exhibit filed with the Registrant’s Registration Statement on Form S-8 (333-64234) filed on June 29, 2001).
(d)(4)	Amended Exercise Form for Stock Option Agreement issued under Sigma Designs, Inc. 2001 Employee Stock Option Plan.*
(g)	Not Applicable.
(h)	Not Applicable.

* Previously filed.

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EX-99.(A)(1)(L)

Exhibit (a)(1)(l)

From: Mark R. Kent

Date: May 21, 2007

Subject: Action Required—Information Regarding Your Sigma Stock Options

So I wanted to provide you an update as to where we are with respect to stock options and your ability to exercise and sell. The good news is we are once again current with our SEC filings and you can now exercise vested stock options, subject to our normal insider trading policy and blackout rules.

For those of you who are “insiders,” we are in a blackout period until the window opens up forty-eight hours after our next earnings release. You are considered an “insider” if you are aware of material non-public information, or if you are on the “insider” list.

The other news is that many of the stock options granted before 2006, which were intended to be treated as Incentive Stock Options (ISOs) for income tax purposes, may in fact be subject to tax as Nonqualified Stock Options (NSOs). In our stock option review and related financial restatement, we determined that the proper date of grant for financial reporting purposes was in many instances different from the originally stated stock option grant date, and that the fair market value of the stock on the redetermined date of grant exceeded the exercise price of those stock options. Under the Internal Revenue Code and applicable tax regulations, an ISO may not have an exercise price that is less than the fair market value of the stock on the date of grant. Therefore we will not treat these grants as ISOs.

What does this mean for you? Generally, if you exercise your options pursuant to a same-day sale in which all of your option shares are immediately sold, the only difference is that we will be required to withhold Federal and state income and employment (Social Security/Medicare) taxes on the excess of the value of the shares at exercise over the exercise price. If your option had qualified as an ISO, we would not be required to withhold those taxes, but we would be required to report the excess of the value of the shares at exercise over the exercise price as compensation income on your W-2, and you would be subject to ordinary income tax on that amount.

However, if you exercise your option and hold your shares, there are further differences. Here’s a short summary of the material differences between ISOs and NSOs for Federal income tax purposes:

• Upon the exercise of NSOs, an optionee generally recognizes ordinary compensation income for U.S. federal income tax purposes equal to the excess of the fair market value of the stock over the exercise price. The amount recognized as ordinary income is then added to the optionee’s tax basis in the shares.

• Upon the exercise of the ISOs, the optionee does not recognize ordinary compensation income for U.S. federal income tax purposes. However, the spread between the fair market value of the stock and the exercise price is generally treated as income for purposes of the alternative minimum tax. (The impact of any alternative minimum tax (AMT) related to an ISO exercise should be discussed

with a tax professional.) If the shares are held for more than two years from the date of grant of the ISO and more than one year from the date of exercise of the ISO, all of the gain recognized on the disposition is treated as long-term capital gain for U.S. federal income tax purposes. If both holding periods are not satisfied, the optionee treats a portion of the gain as ordinary compensation income (equal to the spread between the exercise price and the fair market value of the stock on the date of exercise), and the balance as capital gain, short-term or long-term depending on how long the shares had been held since exercise.

Please note that the tax treatment applicable to NSOs applies even to options that you have already exercised, and the shares you acquired on exercise of these options.

This summary of Federal income tax consequences is for informational purposes and is not intended as legal or tax advice. You are encouraged to consult your own tax, legal and financial advisors.

Kit Tsui remains on point for stock administration, but we’ve also bolstered stock option administration by engaging Matt Arba of Stock Options Solutions. Matt is a professional stock administrator. He is scheduled to be here 9am-1pm each day, and is now the primary contact with Kit secondarily. Matt’s direct line is 408-957-9872.

Thank you for your patience as we work to bolster our stock option administration function and as well get prepared to launch the tender offer as discussed above. You should expect to receive a summary of your individual stock option(s) position, including ISO and NSO status, early next week.

Finally, as you may have seen in the press release we issued last Friday, I have resigned as the Company’s chief financial officer to pursue another opportunity. We accomplished a great deal in a short period of time, completing restatement of our financials, becoming current with our SEC reports and regaining NASDAQ compliance. I am very proud to have been a part of this high-quality team effort and result. If I do not get an opportunity to speak directly with you during my transition, I wish you all the best.

Mark Kent

Chief Financial Officer

INFORMATION FOR EMPLOYEES HOLDING OPTIONS SUBJECT TO 409A

As you may have heard or seen in our recent SEC filings, on May 15, 2007 we commenced an option amendment program intended to cure stock options that were granted at a discount from fair market value and therefore may be subject to adverse tax consequences under Section 409A of the Internal Revenue Code. If you did not receive an email from me on May 15th regarding this option amendment program, then it is likely that none of your stock options are subject to adverse tax consequences under Section 409A of the Internal Revenue Code. If you did receive an email from me indicating that you hold “eligible options” that are subject to Section 409A, then I urge you to read carefully the tender offer documents we forwarded to you on May 15th

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before making a decision to exercise your stock options or otherwise participate in the tender offer.

This email is for informational purposes only and does not constitute an offer to amend or solicitation of an offer to amend Sigma options. The offer to amend is only being made through a formal Offer to Amend, a related Election Form and Withdrawal Form, and a personalized list of the affected options held by an eligible employee (including the original and revised exercise prices of the affected options and the maximum amount of the cash payments such optionee will be eligible to receive under the offer) and certain other related exhibits filed by Sigma with the SEC on May 15, 2007. Eligible participants are urged to read these tender offer documents carefully before making a decision to exercise stock options subject to Section 409A or to participate in the tender offer. Eligible participants can also obtain the tender offer documents for free at the SEC’s web site (www.sec.gov) or at no cost from our stock administration department.

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