sigma_defa14a-062012.htm


PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.      )
 
Filed by the Registrant  x
Filed by a Party other than the Registrant  o
 
Check the appropriate box:
 
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
x
Definitive Additional Materials
o
Soliciting Material under §240.14a-12
 
Sigma Designs, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
x
No fee required.
 
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1)
Title of each class of securities to which transaction applies:
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
(5)
Total fee paid:
 
o
Fee paid previously with preliminary materials.
 
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
(1)
Amount Previously Paid:
 
 
(2)
Form, Schedule or Registration Statement No.:
 
 
(3)
Filing Party:
 
 
(4)
Date Filed:
 
 


 
 
 
 

 
 
2

 
 
 
 
3

 
 
 
 
4

 
 
 
5

 
 
 
 
 
 
 
6

 
 
 
 
7

 
 
The following letter was including in our Annual Report to Shareholders mailed to our shareholders with our definitive proxy materials:

Dear Shareholders,

For Sigma Designs, fiscal year 2012 was a year of substantial technological achievement and positioning for future growth.  During the year, we made significant strides toward our long-term growth, including demonstrating new technologies, sampling new SoC solutions, and obtaining new design wins for every market segment we participate in.   The advancements made this year in developing our new generation of aggressively-positioned products provide us with cost and performance advantages that should result in higher overall unit volumes as we penetrate and deploy to a widening set of global accounts over the course of the year.

For the Mediaroom segment of the IPTV market, we leveraged our SoC cost, performance, and power advantages to gain new design wins at major telco operators that should begin to ramp during fiscal 2013.  For the hybrid IPTV segment, we demonstrated a range of platform solutions aimed at new standards and thrusts in the broadcast space, including new platforms for DVB-T2 and ISDB-T and middleware from Ginga, 3View, and the pan-European Hybrid Broadcast Broadband TV (HbbTV) initiative.

For the connected media player market, we launched several new solutions that are being aggressively marketed to consumer OEMs with the goal of new product launches reaching the  retail market by this holiday season.  These include solutions for Smartphone to TV Wi-Fi dongles, PC to TV WiDi dongles, DLNA streamers, Media players with Skype video conferencing, Sigma's Ultra-Thin-Client platform with its built-in power line networking, and comprehensive Over-The-Top Content Support.
 
For the home connectivity segment, we offer the widest range of network solutions and are heavily engaged with many of world’s largest operators to help plan their future deployments of Sigma-driven solutions.   For the HomePNA segment, we grew our footprint in North America while gaining substantial design wins that are already ramping in Latin America.   For the HomePlugAV segment, we achieved new designs at two of the leading ODM suppliers that provide ready-made solutions across Europe and elsewhere.   For the G.hn segment, we began sampling our first chipsets and launched field trials at several major operators.   For the Z-Wave home control segment, we achieved several substantial design wins at leading service providers, including ADT Security, Verizon, and AT&T, each of which is expected to be in volume deployment during this year.

As the convergence of the smart home continues, Sigma has carved out a unique position with the recent acquisition of Trident’s Digital TV business unit. This acquisition represents a significant step forward in our company’s long-term strategy of being the industry-leading provider of advanced system-on-a-chip solutions for the converged media platform.  As a result, Sigma has become a leading vendor of Smart TV solutions, inheriting a strong reputation for picture quality, over-the-top software platforms and frame rate conversion technology.  Additionally, it has allowed us to increased our revenue scale and leverage our combined operational resources and OEM relationships across some of the largest high-growth consumer markets.
 
From a long-term perspective, Sigma's overall strategy is to make intelligent media platforms the core of our development and translate this leveraged investment into market share growth within the Smart TV, Connected Media Player and IPTV set-top box markets. These intelligent media devices all share the same fundamental elements, which include IP video streaming, Internet and web access, over-the-top content and home connectivity for content sharing.  In summary, we are confident that our long-term strategy to build the leading connected media platform company will  result in strong future growth and profitability.



Thinh Q. Tran
Chief Executive Officer
 
 
8

 

Forward Looking Information
 
This communication contains forward-looking statements, which address a variety of subjects including, for example, statements about the benefits of the acquisition of Trident, future growth and expectations about Sigma’s profitability, and statements about the financial and operating performance of Sigma. All statements other than statements of historical fact, including without limitation, those with respect to the Company’s goals, plans, expectations and strategies set forth herein are forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: general economic conditions, including continuance of the current economic conditions specific to the semiconductor industry, the rate of growth of the IPTV, connected home technologies, connected media player and consumer and industrial audio/video markets in general, Sigma’s integration of the assets and employees related to the TV business it recently acquired from Trident Microsystems, Inc., the ramp in demand from Sigma’s set-top box, television and telecommunication customers, Sigma’s ability to deploy and achieve market acceptance for Sigma products in these markets, the ability of Sigma’s SoCs to compete with other technologies or products in these emerging markets, the risk that such products will not gain widespread acceptance, or will be rendered obsolete, by product offerings of competitors or by alternative technologies, and the risk that anticipated design wins will not materialize and that actual design wins will not translate into launched product offerings. For a detailed discussion of cautionary statements that may affect the Company’s future results of operations and financial results, please refer to the Company's filings with the Securities and Exchange Commission, including the Company's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking statements represent management's current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us.
 
 
 
9