Trident Microsystems, Inc.(fka TRIDQ)

[eastunder]

Form 8-K Filed

http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=8249176


Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 4, 2012, Trident Microsystems, Inc., a Delaware corporation (“Trident”), closed on the sale of certain of its assets pursuant to the previously disclosed Asset Purchase Agreement dated as of March 23, 2012, as amended, by and among Trident, certain of Trident’s wholly-owned subsidiaries and Sigma Designs, Inc., a California corporation (“Sigma”). The sale was conducted pursuant to the provisions of Sections 105, 363 and 365 of Chapter 11, Title 11 of the United States Bankruptcy Code.

The aggregate consideration received by Trident for the purchase of Trident’s Digital Television (DTV) Business assets consisted of $21.0 million plus additional cash consideration as a result of the closing current asset balance of the DTV business, which exceeded a target current asset amount. The current asset adjustment resulted in an additional cash payment of $21.2 million by Sigma, and the receipt by Sigma of $19.5 million of inventory at various stages of completion, $13.4 million of accounts receivable, $5.5 million of equipment and various assets, $2.1 million of prepaid expenses and $1.7 million of development projects in process.

On May 7, 2012, Sigma issued a press release relating to the foregoing matters, the text of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Further information about the bankruptcy process is available at the Claims Agent’s website at www.kccllc.net/trident.


Date: May 8, 2012

TRIDENT MICROSYSTEMS, INC.

/s/ DAVID L. TEICHMANN
David L. Teichmann
Executive Vice President, General Counsel &
Corporate Secretary

Exhibit 99.1

Sigma Completes Acquisition of Trident’s Digital TV Business Unit and Appoints new General Manager

Strategic Acquisition complements existing set-top box business while creating substantial leverage for developing all forms of intelligent media devices

MILPITAS, CA., MAY 7, 2012 — Sigma Designs®, Inc. (NASDAQ: SIGM), a leading provider of connected media platforms, today announced that it has completed its asset purchase of Trident Microsystems’ Digital Television (DTV) Business. The acquisition includes Trident’s complete digital TV product portfolio, including its digital TV SoC (system-on-chip), frame-rate-conversion (FRC), and extensive SmartTV software suite, as well as some legacy analog TV products. The acquisition includes these products, intellectual property licenses, software and leased facilities.

“This transaction adds tremendous potential to Sigma’s business, enabling us to leverage our core investments of media streaming, connectivity and software platforms towards penetration of all types of intelligent media devices, including SmartTVs,” said Thinh Tran, chairman and CEO of Sigma Designs. “The acquisition expands our total addressable market, provides us with complementary intellectual property and establishes an immediate position in the SmartTV market. We believe this SmartTV business, together with our existing set-top box and connected media player businesses, positions Sigma as a full-breadth SoC platform provider for world-class consumer electronics manufacturers.”

Moving forward, Sigma has established a Digital TV business unit based around the Trident acquisition and has appointed Mustafa Ozgen as its Vice President and General Manager in charge. Mr. Ozgen will be responsible for directing the definition and development of all SmartTV SoC solutions, including management of the worldwide resources assigned to this business unit as well as driving synergies with the existing media processor group.

Mr. Ozgen has spent the last 15 years in the digital television semiconductor industry in engineering management and executive positions. Most recently, Mr. Ozgen served as the Vice President of Home Entertainment Products at CSR Technology, a UK-based provider of consumer electronics solutions that acquired Zoran. For the previous eight years, Mr. Ozgen worked at Zoran, where he was most recently their Vice President and General Manager of the TV Business Unit, a part of their $450 million business where he managed 360 employees in the US, France, China, Taiwan, Serbia, Russia and India. Prior to this, Mr. Ozgen worked in engineering and management positions at Oak Technology, TeraLogic and Wind River Systems.

“I am excited to work with the team at Sigma Designs to develop a DTV division, mapping to the long-term strategy of the organization to become the industry’s leading provider of advanced SoC solutions for converged media platforms,” said Mustafa Ozgen, Vice President and General Manager DTV Business Unit, Sigma Designs. “With Sigma’s long history in media processors, set-top boxes, connectivity and home control, DTV is a logical step for the organization.”

In connection with the Trident transaction, approximately 320 global employees will become part of Sigma Designs. The transaction, originally announced on March 19, 2012, closed effective as of May 4, 2012. As a result of the acquisition, Sigma’s results for its second quarter of fiscal year 2013, which will end on July 28, 2012, will include approximately 12 weeks of Trident STB business activity. Total cash paid for the DTV assets was $42.2 million which consisted of $19.5 million for inventory at various stages of completion, $13.4 million for accounts receivable, $5.5 million for equipment and various assets, $2.1 million for prepaid expenses and $1.7 million for development projects in process. Sigma management will provide more detailed information about the combined company’s outlook during its next regularly scheduled earnings announcement for its first fiscal quarter. At that time, the Company will review its quarterly results and provide financial guidance for the second quarter of fiscal 2013, including the impact of the Trident Digital TV acquisition.