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

Date of Report (Date of earliest event reported):  June 8, 2012

SIGMA DESIGNS, INC.

 (Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation) 001-32207 (Commission File Number) 94-2848099 (IRS Employer Identification No.)

1778 McCarthy Boulevard Milpitas, California  95035

(Address of principal executive offices) (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

The information included in Item 3.03 below and the Amendment No. 2 to Rights Agreement filed as Exhibit 4.3 hereto are incorporated herein by reference.

Item 3.03  Material Modification to Rights of Security Holders.

On June 11, 2012, Sigma Designs, Inc. (the “Company”) entered into Amendment No. 2 to Rights Agreement (the “Amendment” ) to amend that certain Preferred Stock Rights Agreement dated as of June 7, 2004, as amended on April 9, 2012, with Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC) as the “Rights Agent” (the “Rights Agreement”), with the purpose and effect of terminating the Rights Agreement.  Pursuant to the Amendment, the Series D Participating Preferred Stock Purchase “Rights” which accompany the Company’s common stock expire as of the close of business on June 11, 2012 and the Rights Agreement terminates on such date.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment which is filed as Exhibit 4.3 hereto and is incorporated herein by reference.

Item 8.01.  Other Events

On June 8, 2012, the Company’s Board of Directors determined that the positions of Chairman and CEO should not be held by the same person and that the position of Chairman should be held by an independent director.  In furtherance of this determination, the Board amended the Company’s Corporate Governance Guidelines, a copy of which is posted on the Company’s website.

On June 8, 2012, the Board appointed William J. Almon, the Company’s current lead independent director, to serve as the Chairman of the Board.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Description

4.1 Preferred Stock Rights Agreement, dated as of June 7, 2004, between the Company and Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), including the Certificate of Determination, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-A (File No. 001-32207) filed on June 8, 2004).

4.2 Amendment No. 1 to Rights Agreement, dated as of April 9, 2012, between the Company and Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), including the Certificate of Amendment of Certificate of Determination attached thereto as Exhibit A-1 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 10, 2012).

4.3 Amendment No. 2 to Rights Agreement, dated as of June 11, 2012, between the Company and Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC).

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SIGNATURE

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.

	SIGMA DESIGNS, INC.
Date:  June 11, 2012	By:	/s/ Thinh Q. Tran
		Thinh Q. Tran President & Chief Executive Officer

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EXHIBIT INDEX

Exhibit Description

4.1 Preferred Stock Rights Agreement, dated as of June 7, 2004, between the Company and Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), including the Certificate of Determination, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-A (File No. 001-32207) filed on June 8, 2004).

4.2 Amendment No. 1 to Rights Agreement, dated as of April 9, 2012, between the Company and Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), including the Certificate of Amendment of Certificate of Determination attached thereto as Exhibit A-1 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 10, 2012).

4.3 Amendment No. 2 to Rights Agreement, dated as of June 11, 2012, between the Company and Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC).

EX-4.3

Exhibit 4.3

AMENDMENT NO. 2 TO RIGHTS AGREEMENT

THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”), dated as of June 11, 2012, by and between SIGMA DESIGNS, INC., a California corporation (the “Company”), and COMPUTERSHARE SHAREOWNER SERVICES LLC, a New Jersey limited liability company (formerly known as Mellon Investor Services LLC), in its capacity as Rights Agent (the “Rights Agent”), is made with reference to the following facts:

A.      The Company and the Rights Agent entered into that certain Preferred Stock Rights Agreement dated as of June 7, 2004 (the “Rights Agreement”) in order to implement a shareholder rights plan as more fully described therein.  Terms with initial letters capitalized that are not otherwise defined herein shall have their respective meanings as set forth in the Rights Agreement.

B.      Pursuant to Section 27 of the Rights Agreement, the Company may amend or supplement from time to time such provisions of the Rights Agreement, prior to a Distribution Date, which the Company may deem necessary or desirable, without approval of holders of Rights Certificates, and the Rights Agent shall, if the Company so directs, execute such supplement or amendment.

C.      The Company, pursuant to a resolution duly adopted by its Board of Directors, has determined that it is desirable to amend the Rights Agreement as provided in this Amendment to terminate the Rights Agreement effective June 11, 2012.

D.      The Company hereby states that no Distribution Date has occurred under the Rights Agreement.

E.      The Company hereby states that all acts and things necessary to make this Amendment a valid agreement according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects authorized by the Company and the Rights Agent.

NOW, THEREFORE, pursuant to Section 27 of the Rights Agreement, the Company and the Rights Agent hereby amend, effective upon the date hereof, the Rights Agreement as follows:

1.      Amendment of Section 1(r).  The definition of “Final Expiration Date” set forth in Section 1(r) of the Rights Agreement is hereby amended and restated to mean “the Close of Business on June 11, 2012.”

2.      Amendment to Add Section 35.  The Rights Agreement is hereby amended to add a new Section 35, which shall read in its entirety as follows:

“35.  Termination.  Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall terminate and the Rights shall expire and be of no further force and effect as of the Close of Business on June 11, 2012; provided, for the avoidance of doubt, that the provisions of Section 18 and Section 20 hereof shall survive such termination and expiration of the Rights.”

3.      Agreement as Amended.  The term “Agreement” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby.  Except as set forth herein, the Rights Agreement shall remain in full force and effect and otherwise shall be unaffected hereby.

4.      Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.

5.      Governing Law.  This Amendment shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and to be performed entirely within such state; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent, to the extent that they related to the rights, duties and obligations of the Rights Agent, shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such state.

6.      Severability.  If any term, provision or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions or restriction of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

7.      Descriptive Headings.  Descriptive headings appear herein for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

[Remainder of the page is blank.]

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IN WITNESS WHEREOF, this Amendment is executed as of the date first written above.

SIGMA DESIGNS, INC.

By: /s/ Thinh Q. Tran     

Name: Thinh Q. Tran

Title:   President & Chief Executive Officer

COMPUTERSHARE SHAREOWNER SERVICES LLC, as Rights Agent

By:   /s/ Maria Hendricks    

Name:  Maria Hendricks

Title:   Vice President

[Signature page to Amendment No. 2 to Rights Agreement]