4//SEC Filing
CASTOR JON 4
Accession 0001181431-11-048042
CIK 0001003022other
Filed
Sep 1, 8:00 PM ET
Accepted
Sep 2, 9:18 PM ET
Size
8.5 KB
Accession
0001181431-11-048042
Insider Transaction Report
Form 4
ZORAN CORP \DE\ZRAN
CASTOR JON
Director
Transactions
- Disposition to Issuer
Common Stock
2011-08-31−10,000→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2011-08-31−30,000→ 0 totalExercise: $11.03Exp: 2021-03-03→ Common Stock (30,000 underlying)
Footnotes (4)
- [F1]Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger between Issuer, CSR plc ("CSR") and Zeiss Merger Sub, Inc. ("Merger Sub"), dated July 16, 2011 (the "Merger Agreement"), in exchange for a combination of (a) $6.26 in cash, without interest, (b) 0.14725 of an American Depositary Share of CSR ("CSR ADS"), and (c) cash payable in lieu of any fractional CSR ADS for each share of Issuer's common stock. The closing sales price of CSR ADSs on The NASDAQ Stock Market on the effective date of the merger was $14.70 per ADS.
- [F2]The option originally would become exercisable in full on the day immediately preceding the next annual meeting of the stockholders, subject to the director's continued service through that date. Under the terms of the Zoran Corporation 2005 Outside Directors Equity Plan, any outstanding and unvested stock options awarded to the Reporting Person became immediately exercisable in full upon consummation of the merger of Merger Sub with and into Zoran, pursuant to the Merger Agreement (the "Merger").
- [F3]Under the terms of the Reporting Person's stock option agreements with the Issuer, if the Reporting Person has served continuously on the Zoran board for at least two years and his service is terminated as a result of his retirement, the vested and unexercised portion of the option will remain exercisable until the option's original expiration date. (For these purposes, "service" is as defined in the relevant option plan underlying the option and "retirement" is defined as the Reporting Person's voluntary resignation from the Zoran board or the expiration of his term as a director on the Zoran board after he has declined to stand for re-election.)
- [F4]Pursuant to the Merger Agreement, the stock options were assumed by CSR and converted into options for CSR ADSs at a ratio of 0.5824 CSR ADSs for each share of Zoran common stock subject to the option (the "Exchange Ratio"), with the exercise price per share for each CSR ADS being the quotient of the exercise price per share for the stock option divided by the Exchange Ratio.
Documents
Issuer
ZORAN CORP \DE\
CIK 0001003022
Entity typeother
Related Parties
1- filerCIK 0001223719
Filing Metadata
- Form type
- 4
- Filed
- Sep 1, 8:00 PM ET
- Accepted
- Sep 2, 9:18 PM ET
- Size
- 8.5 KB