UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~The~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2010

~~November 19~~MICROTUNE, ~~2010~~INC.

~~Microtune, Inc.~~(Exact Name of Registrant as Specified In Charter)

(Exact name of registrant as specified in its charter)

Delaware

000-31029-40

75-2883117

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Delaware	000-31029-40	75-2883117
2201 10th Street, Plano, Texas	75074
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip Code)

2201 10th Street

Plano, Texas 75074

(Address of principal executive offices, including zip code)

(972) 673-1600

(Registrant’s telephone number, including area code)

~~(Former~~Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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):

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

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

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

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

Introductory Note

Microtune, Inc. (the “Company”) is filing this Current Report on Form 8-K in connection with the completion of the acquisition of the Company by Zoran Corporation (“Zoran”), pursuant to the Agreement and Plan of Merger, dated September 7, 2010 (the “Merger Agreement”), by and among the Company, Zoran and Maple Acquisition Corp., a wholly owned subsidiary of Zoran (“Merger Sub”). The Company and Zoran previously announced entry into the Merger Agreement on September 8, 2010. The Merger Agreement was adopted by the Company’s stockholders at a special stockholders meeting held on November 19, 2010.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

At the effective time of the Merger on November 30, 2010 (the “Effective Time”), Merger Sub merged with and into the Company with the Company as the surviving corporation (the “Merger”), and the Company became a wholly owned subsidiary of Zoran. At the Effective Time, each share of Company common stock, par value $0.001 per share (the “Microtune Common Stock”), issued and outstanding immediately before the Effective Time, other than shares of Microtune Common Stock held directly or indirectly by the Company as treasury stock or held by Zoran or any wholly owned subsidiary of Zoran (which were cancelled as a result of the Merger), and other than those shares with respect to which appraisal rights were perfected in accordance with Delaware law, was converted into the right to receive $2.92 in cash (the “Per-Share Cash Amount”), without interest.

At the Effective Time, all outstanding stock options of the Company (the “Microtune Options”) were canceled. Holders of Microtune Options with an exercise price per share less than the Per-Share Cash Amount received, for each share of Microtune Common Stock subject to such Microtune Option, cash in an amount equal to the difference between the Per-Share Cash Amount and the per share exercise price of such Microtune Option. At the Effective Time, all restricted stock units granted under any of the Company’s stock plans (other than any restricted stock units held by non-employee directors of Microtune) that were unexpired and outstanding immediately prior to the Effective Time were assumed by Zoran and converted into an award for, or based on, the number of shares of the Zoran common stock, par value $0.001 per share (“Zoran Common Stock”), equal to the product of (1) the number of shares of Microtune Common Stock issuable under the equity award immediately prior to the Effective Time multiplied by (2) 0.42, the ratio of the Per-Share Cash Amount to the average closing price of Zoran Common Stock for the 10 trading days ending the third day before the closing. All outstanding restricted stock units held by non-employee directors were cancelled in exchange for a payment in respect of each such restricted stock unit in an amount equal to the Per-Share Cash Amount.

The foregoing description of the terms set forth in the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 8, 2010 and incorporated herein by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 30, 2010, the Company notified The NASDAQ Global Select Market (“NASDAQ”) that the Merger was completed and requested that (i) trading of the Microtune Common Stock on NASDAQ be suspended and (ii) NASDAQ file with the SEC an application on Form 25 to deregister the Microtune Common Stock. The Company intends to file a certification on Form 15 with the SEC requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, be suspended.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

Pursuant to the terms of the Merger Agreement, at the Effective Time, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of Zoran, as described in Item 2.01 of this Current Report on Form 8-K. The aggregate merger consideration to be paid by Zoran for all outstanding shares of Microtune Common Stock in connection with the Merger is approximately $166 million. The merger consideration will be paid by Zoran from its cash on hand.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~RSU~~Pursuant ~~Grant~~to ~~Awards~~the ~~for~~terms ~~2010~~of the Merger Agreement, at the Effective Time, the then-current directors and officers of the Company resigned and ceased to be directors or officers, as applicable, of the Company, and the directors and officers of Merger Sub immediately prior to the effective time of the Merger became the initial directors and officers of the surviving corporation.

AsAt ~~previously disclosed in~~ the ~~definitive~~time ~~proxy~~of ~~statement (~~the ~~“Proxy~~execution ~~Statement”) filed with the Securities and Exchange Commission (the “SEC”) on October 19, 2010, Section 5.11(b)~~ of the ~~Agreement and Plan of~~ Merger, ~~dated as of September 7~~Agreement, ~~2010,~~the ~~among~~Company ~~Zoran~~entered ~~Corporation,~~into ~~a Delaware corporation (“Zoran”), Maple Acquisition Corp., a~~severance ~~Delaware~~agreements ~~corporation~~with ~~and~~James ~~wholly owned subsidiary of Zoran, and Microtune, Inc~~A., ~~a Delaware corporation (“Microtune”)~~Fontaine, ~~as it may be amended from time to time (~~the ~~“Merger~~Company’s ~~Agreement”),~~Chief ~~provides~~Executive ~~that~~Officer ~~Microtune~~and ~~shall~~President ~~grant~~immediately ~~Restricted Stock~~prior ~~Unit (“RSU”) awards in an aggregate amount not~~ to ~~exceed~~the ~~1,000,000~~Effective ~~shares of Microtune common stock~~Time, ~~and~~Justin ~~upon~~M. ~~written request of Zoran~~Chapman, ~~additional~~the ~~RSU~~Company’s ~~awards~~Chief inFinancial anOfficer ~~aggregate~~immediately ~~amount~~prior up to ~~500,000~~the ~~shares~~Effective ofTime, ~~Microtune~~Phillip ~~common stock~~D. ~~Effective November 19~~Peterson, ~~2010,~~ the ~~board of directors of Microtune granted an aggregate of 1,028,950 RSU awards pursuant to the~~ Company’s ~~2010~~General ~~Stock~~Counsel ~~Plan~~immediately prior to ~~certain~~the ~~Microtune~~Effective ~~employees~~Time, ~~including~~Barry ~~the two executive officers set forth in the table below~~F. ~~These RSU grants shall vest in equal installments of 12.5% every six months over a four year term. Upon the closing of the Merger~~Koch, ~~these RSUs shall be assumed by Zoran and continue to have~~ the ~~same~~Company’s ~~terms~~Executive ~~and~~Vice ~~conditions~~President ~~as in effect~~ immediately prior to the ~~merger,~~Effective ~~except~~Time ~~that~~and ~~such~~Robert ~~RSUs~~S. ~~shall~~Kirk, ~~be for that number of whole shares of common stock of Zoran equal to~~ the ~~product~~Company’s ofVice ~~the~~President ~~number~~ of ~~shares of Microtune common stock that were issuable under such RSUs and the Exchange Ratio~~ asWorldwide ~~defined~~Sales ~~below~~immediately ~~(rounded~~prior ~~down~~ to the ~~next~~Effective ~~whole~~Time. ~~share)~~Also, ~~and~~at ~~such RSUs shall be subject to~~ the ~~authority~~time of the ~~Zoran~~execution ~~board~~ of ~~directors or a committee thereof. The “Exchange Ratio” is~~ the ~~quotient~~Merger ~~obtained~~Agreement, byMicrotune ~~dividing~~GmbH & $2Co.92 byKG ~~the~~entered ~~average of~~into ~~the~~an ~~closing~~agreement ~~sale~~amending ~~prices~~the ~~for~~Managing aDirector ~~share~~Contract ofdated ~~Zoran~~October 29, ~~common~~2007, ~~stock~~with Mr. Koch. asSuch ~~quoted~~agreements onwere ~~the~~described ~~NASDAQ~~in ~~Global Market for~~ the ~~ten~~Company’s ~~consecutive~~Proxy ~~trading~~Statement, ~~days~~which ~~ending~~was filed with the ~~third~~SEC ~~business~~on ~~day~~October 19, ~~prior~~2010, toand ~~closing~~became ofeffective at the ~~merger~~Effective Time.

Named Executive Officer	Number ofRSUs Granted
Robert Kirk		55,000
Barry Koch		75,000

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Item~~At ~~5.07~~the ~~Submission~~Effective Time, the certificate of ~~Matters~~incorporation of Microtune was restated in its entirety and, as so restated, became the certificate of incorporation of the surviving corporation, and the bylaws of Merger Sub in effect immediately prior to athe ~~Vote~~Effective Time became the bylaws of ~~Security~~the ~~Holders~~surviving corporation.

~~Results~~The surviving corporation’s certificate of ~~Special~~incorporation ~~Meeting~~and bylaws, as of the Effective Time, are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

A special meeting of the stockholders of Microtune was held on November 19, 2010 (the “Special Meeting”), to vote upon the following proposals: (1) a proposal to adopt the Merger Agreement, pursuant to which Microtune will be acquired by Zoran (the “Merger”) (“Proposal One”), and (2) a proposal to adjourn or postpone the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or pursuant to the terms of the Merger Agreement (“Proposal Two”).

As of October 18, 2010, the record date for determining the Microtune stockholders entitled to vote on the proposals presented at the Special Meeting (the “Record Date”), there were 54,284,357 shares of Microtune common stock issued and outstanding. At the Special Meeting, the holders of 41,841,153 shares of Microtune’s issued and outstanding common stock were represented in person or by proxy, constituting a quorum. The approval of Proposal One required the affirmative vote of the holders of a majority of the outstanding shares of Microtune common stock entitled to vote at the Special Meeting in person or by proxy, in accordance with Delaware law.

At the Special Meeting, Proposal One was approved by stockholders representing approximately 75% of the outstanding shares of Microtune common stock entitled to vote at the Special Meeting, in person or by proxy, as of the Record Date; therefore, the vote to approve Proposal Two was not necessary.

The final voting results for Proposal One are set forth below:

FOR		AGAINST		ABSTAIN
40,702,920		1,083,471		54,762

The Merger remains subject to the satisfaction or waiver of certain other closing conditions set forth in the Merger Agreement.

Item 8.01 Other Events.

On November 19, 2010, Microtune issued a press release announcing the results of the Special Meeting and that Microtune and Zoran have agreed, subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement attached as Annex A to the Proxy Statement and summarized in such Proxy Statement, that the Merger contemplated by the Merger Agreement will close on or about November 30, 2010.

A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements about Microtune, Inc. (“Microtune”), including the expected timing of the proposed closing of the acquisition of Microtune by Zoran Corporation, that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that may be instituted against Microtune and others following announcement of the proposal or the merger agreement; (3) the risk that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (4) the ability to recognize the benefits of the merger or of any combination of Microtune and Zoran Corporation; (5) the timing of the initiation, progress or cancellation of significant contracts or arrangements, the mix and timing of products sold in a particular period; and (6) the possibility that Microtune may be adversely affected by other economic, business, and/or competitive factors. Except as required by law, Microtune is under no duty to update any of the forward-looking statements after the date of this document to conform to actual results.

These and other risks that are set forth in the “Risk Factors,” “Legal Proceedings” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and elsewhere in Microtune’s Annual Report on Form 10-K for the year ended December 31, 2009 and Microtune’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, each as filed with the Securities and Exchange Commission. Many of the factors that will determine the outcome of the subject matter of this document are beyond Microtune’s ability to control or predict.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

ExhibitNo.		Description
99.1		Press Release dated November 19, 2010
2.1		Agreement and Plan of Merger, dated as of September 7, 2010, by and between Zoran Corporation, Maple Acquisition Corp. and Microtune, Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K filed on September 8, 2010, File No. 000-31029-40).
3.1		Certificate of Incorporation of Microtune, Inc.
3.2		Bylaws of Microtune, Inc.

~~SIGNATURES~~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.

MICROTUNE, INC. /s/ JUSTIN M. CHAPMAN Justin M. Chapman Chief Financial Officer

~~Date: November 22,~~EXHIBIT ~~2010~~INDEX


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of September 7, 2010, by and between Zoran Corporation, Maple Acquisition Corp. and Microtune, Inc. (incorporated by reference to Exhibit 2.1 to Form 8-K filed on September 8, 2010, 000-31029-40).

3.1		Certificate of Incorporation of Microtune, Inc.

3.2		Bylaws of Microtune, Inc.

Date: December 1, 2010

MICROTUNE, INC.

/S/ KARL SCHNEIDER

Karl Schneider

President

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