- Amended Statement of Beneficial Ownership (SC 13D/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 7) 1

Zoran Corporation

(Name of Issuer)

Common Stock, $ 0.001 Par Value

(Title of Class of Securities)

98975F101

(CUSIP Number)

 

PETER A. FELD

STARBOARD VALUE LP

599 Lexington Avenue, 19 th Floor

New York, New York 10022

[phone]

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55 th Street

New York, New York 10022

[phone]

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 24, 2011

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨ .

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1               The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

 

 

 

---

 

CUSIP NO. 98975F101

 

1	NAME OF REPORTING PERSON   STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   3,110,650
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   3,110,650
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,110,650
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.2%
14	TYPE OF REPORTING PERSON   CO

 

2

---

 

CUSIP NO. 98975F101

 

1	NAME OF REPORTING PERSON   STARBOARD VALUE LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   4,147,500
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   4,147,500
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,147,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.3%
14	TYPE OF REPORTING PERSON   PN

 

3

---

 

CUSIP NO. 98975F101

 

1	NAME OF REPORTING PERSON   STARBOARD VALUE GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   4,147,500
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   4,147,500
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,147,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.3%
14	TYPE OF REPORTING PERSON          OO

 

4

---

 

CUSIP NO. 98975F101

 

1	NAME OF REPORTING PERSON   STARBOARD PRINCIPAL CO LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   4,147,500
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   4,147,500
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,147,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.3%
14	TYPE OF REPORTING PERSON   PN

 

5

---

 

CUSIP NO. 98975F101

 

1	NAME OF REPORTING PERSON   STARBOARD PRINCIPAL CO GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   4,147,500
	8	SHARED VOTING POWER   - 0 -
	9	SOLE DISPOSITIVE POWER   4,147,500
	10	SHARED DISPOSITIVE POWER   - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,147,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.3%
14	TYPE OF REPORTING PERSON          OO

 

6

---

 

CUSIP NO. 98975F101

 

1	NAME OF REPORTING PERSON   JEFFREY C. SMITH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER         - 0 -
	8	SHARED VOTING POWER   4,147,500
	9	SOLE DISPOSITIVE POWER         - 0 -
	10	SHARED DISPOSITIVE POWER   4,147,500
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,147,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.3%
14	TYPE OF REPORTING PERSON   IN

 

7

---

 

CUSIP NO. 98975F101

 

1	NAME OF REPORTING PERSON   MARK MITCHELL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER         - 0 -
	8	SHARED VOTING POWER   4,147,500
	9	SOLE DISPOSITIVE POWER         - 0 -
	10	SHARED DISPOSITIVE POWER   4,147,500
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,147,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.3%
14	TYPE OF REPORTING PERSON   IN

 

8

---

 

CUSIP NO. 98975F101

 

1	NAME OF REPORTING PERSON   PETER A. FELD
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a)  o   (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER         - 0 -
	8	SHARED VOTING POWER   4,147,500
	9	SOLE DISPOSITIVE POWER         - 0 -
	10	SHARED DISPOSITIVE POWER   4,147,500
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,147,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.3%
14	TYPE OF REPORTING PERSON   IN

 

9

---

 

CUSIP NO. 98975F101

 

The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”).  This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.

 

Item 3.

Source and Amount of Funds or Other Consideration .

 

Item 3 is hereby amended and restated to read as follows:

 

The Shares purchased by Starboard V&O Fund and the Shares held in the Starboard Value LP Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.

 

The aggregate purchase cost of the 4,147,500 Shares owned directly by Starboard V&O Fund and the Shares held in the Starboard Value LP Accounts is approximately $28,184,033, excluding brokerage commissions.

 

Item 4.

Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

At the Issuer’s special meeting of stockholders to be held on August 30, 2011, Starboard V&O Fund and Starboard Value LP intend to vote all of the Shares they beneficially own (i) against the proposal to adopt the Amended and Restated Agreement and Plan of Merger, dated as of June 16, 2011, by and among Zoran, CSR plc and Zeiss Merger Sub, Inc., a wholly owned subsidiary of CSR plc, and (ii) against the proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the merger agreement.

 

Item 5.

Interest in Securities of the Issuer .

 

Items (a) - (c) are hereby amended and restated to read as follows:

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 50,204,935 Shares outstanding, as of August 2, 2011, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 5, 2011.

 

A.	Starboard V&O Fund

 

(a)

As of the close of business on August 23, 2011 Starboard V&O Fund beneficially owned 3,110,650 Shares.

 

Percentage: Approximately 6.2%.

 

 

10

---

 

CUSIP NO. 98975F101

 

(b)

1. Sole power to vote or direct vote: 3,110,650

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,110,650

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard V&O Fund has not entered into any transactions in the Shares in the past sixty days.

 

B.	Starboard Value LP

 

(a)

As of the close of business on August 23, 2011, 1,036,850 Shares were held in the Starboard Value LP Accounts.  Starboard Value LP, as the investment manager of Starboard V&O Fund, may be deemed the beneficial owner of the 3,110,650 Shares owned by Starboard V&O Fund.

 

Percentage: Approximately 8.3%.

 

(b)

1. Sole power to vote or direct vote: 4,147,500

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,147,500

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Value LP has not entered into any transactions in the Shares in the past sixty days.

 

C.	Starboard Value GP

 

(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 3,110,650 Shares owned by Starboard V&O Fund and (ii) 1,036,850 Shares held in the Starboard Value LP Accounts.

 

Percentage: Approximately 8.3%.

 

(b)

1. Sole power to vote or direct vote: 4,147,500

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,147,500

4. Shared power to dispose or direct the disposition: 0

(c)

Starboard Value GP has not entered into any transactions in the Shares in the past sixty days.

 

D.	Principal Co

 

(a)

Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 3,110,650 Shares owned by Starboard V&O Fund and (ii) 1,036,850 Shares held in the Starboard Value LP Accounts.

 

Percentage: Approximately 8.3%.

 

(b)

1. Sole power to vote or direct vote: 4,147,500

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,147,500

4. Shared power to dispose or direct the disposition: 0

 

 

11

---

 

CUSIP NO. 98975F101

 

(c)

Principal Co has not entered into any transactions in the Shares in the past sixty days.

 

E.	Principal GP

 

(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 3,110,650 Shares owned by Starboard V&O Fund and (ii) 1,036,850 Shares held in the Starboard Value LP Accounts.

 

Percentage: Approximately 8.3%.

 

(b)

1. Sole power to vote or direct vote: 4,147,500

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,147,500

4. Shared power to dispose or direct the disposition: 0

(c)

Principal GP has not entered into any transactions in the Shares in the past sixty days.

 

F.	Messrs. Smith, Mitchell and Feld

 

(a)

Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 3,110,650 Shares owned by Starboard V&O Fund and (ii) 1,036,850 Shares held in the Starboard Value LP Accounts.

 

Percentage: Approximately 8.3%.

 

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 4,147,500

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 4,147,500

(c)

None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares in the past sixty days.

 

 

12

---

 

CUSIP NO. 98975F101

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  August 24, 2011

 

STARBOARD VALUE AND OPPORTUNITY  MASTER FUND LTD By: Starboard Value LP,        its investment manager   STARBOARD VALUE LP By: Starboard Value GP LLC,        its general partner

STARBOARD VALUE GP LLC By: Starboard Principal Co LP,        its member   STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC,        its general partner   STARBOARD PRINCIPAL CO GP LLC

By:	/s/ Peter A. Feld
	Name:	Peter A. Feld
	Title:	Authorized Signatory

/s/ Peter A. Feld

Peter A. Feld

Individually and as attorney-in-fact for Jeffrey C. Smith and Mark Mitchell

 

 

13

---