SEC Info

Home

Search

My Interests

Help

Sign In

Please Sign In

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 6/13/03  Pixelworks Inc                    S-4/A                  9:269                                    Donnelley R R & S..13/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment #1 to the Form S-4                        HTML  1,862K 
 2: EX-5.1      Form of Opinion of Ater Wynne Llp                   HTML      9K 
 3: EX-8.1      Form of Tax Opinion of O'Melveny & Meyers Llp       HTML     14K 
 4: EX-8.2      Form of Tax Opinion of Wilson Sonsini Goodrich &    HTML     15K 
                          Rosati                                                 
 5: EX-23.1     Consent of Kpmg Llp (Pixelworks)                    HTML      8K 
 6: EX-23.2     Consent of Kpmg Llp (Genesis Microchip, Inc.)       HTML      6K 
 7: EX-99.1     Form of Proxy Card for the Registrant               HTML     15K 
 8: EX-99.2     Form of Proxy Card for Genesis Microchip Inc.       HTML     14K 
 9: EX-99.5     Consent of Citigroup                                HTML      8K 

Table of Contents

As filed with the Securities and Exchange Commission on June 13, 2003

Registration No. 333-104641

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

Under

The Securities Act of 1933

PIXELWORKS, INC.

(Exact name of Registrant as specified in its charter)

Approximate date of commencement of proposed sale to the public:    As soon as practicable after the effective date of this Registration Statement and consummation of the merger contemplated herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8 of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8, may determine.

Table of Contents

The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. Pixelworks may not sell these securities until the registration statement is effective. This joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated June 13, 2003

Dear holders of Pixelworks and Genesis Microchip common stock:

On behalf of the boards of directors and management teams of each of Pixelworks, Inc. and Genesis Microchip Inc., we are pleased to deliver our joint proxy statement/prospectus for the proposed merger involving Pixelworks and Genesis Microchip. Upon completion of the merger, holders of Genesis Microchip common stock will be entitled to receive 2.3366 shares of Pixelworks common stock for each share of Genesis Microchip common stock they hold at that time. In the merger, Pixelworks will also assume all outstanding options to purchase Genesis Microchip common stock.

The common stock of each of Pixelworks and Genesis Microchip is traded on the Nasdaq National Market under the trading symbols “PXLW” and “GNSS,” respectively. Following the merger, and subject to the approval by the Pixelworks shareholders of a proposal to amend Pixelworks’ articles of incorporation, the combined company will be named Genesis Pixelworks, Inc., and we expect that its common stock will be traded on the Nasdaq National Market under the trading symbol “GNPX.” The headquarters of the combined company will be the current headquarters of Genesis Microchip in Alviso, California.

We encourage you to read this joint proxy statement/prospectus, which includes important information about the merger. In addition, the section entitled “Risk Factors” beginning on page 19 of this joint proxy statement/prospectus contains a description of risks that you should consider in evaluating the merger.

Completion of the merger requires Pixelworks shareholders to approve the issuance of shares of Pixelworks common stock in connection with the merger and requires Genesis Microchip stockholders to adopt the merger agreement. Pixelworks and Genesis Microchip have scheduled special meetings of their shareholders to obtain these approvals on   ·  , 2003. Information regarding these special meetings is included in this joint proxy statement/prospectus.

The Pixelworks board of directors unanimously recommends that Pixelworks shareholders vote “FOR” the proposal to approve the issuance of shares of Pixelworks common stock in connection with the merger and “FOR” the proposal to amend Pixelworks’ articles of incorporation to change Pixelworks’ name to Genesis Pixelworks, Inc. after completion of the merger.

The Genesis Microchip board of directors unanimously recommends that Genesis Microchip stockholders vote “FOR” the proposal to adopt the merger agreement.

YOUR VOTE IS IMPORTANT.    Whether or not you plan to attend the Pixelworks special meeting or the Genesis Microchip special meeting, please vote “FOR” your company’s proposals today by signing and dating the enclosed proxy card and returning it in the pre-addressed envelope provided.

Thank you for your support.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of Pixelworks common stock to be issued in connection with the merger or determined whether this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated   ·  , 2003 and is first being mailed to shareholders of Pixelworks and Genesis Microchip on or about   ·  , 2003.

Table of Contents

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Pixelworks, Inc. and Genesis Microchip Inc. from documents that each company has filed with the Securities and Exchange Commission and that have not been included in or delivered with this joint proxy statement/prospectus.

Pixelworks will provide you with copies of this information relating to Pixelworks, without charge, upon written or oral request to:

Pixelworks, Inc.

Attention: Chief Financial Officer

8100 SW Nyberg Road

Tualatin, Oregon 97062

Telephone Number: (503) 454-1750

Genesis Microchip will provide you with copies of this information relating to Genesis Microchip, without charge, upon written or oral request to:

Genesis Microchip Inc.

Attention: Chief Financial Officer

2150 Gold Street

Alviso, California 95002

Telephone Number: (408) 262-6599

If you would like to request any documents, please do so by   ·  , 2003, in order to receive them before the special meetings. See “Where You Can Find Additional Information” beginning on page 117.

Table of Contents

PIXELWORKS, INC.

8100 SW Nyberg Road

Tualatin, Oregon 97062

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON   ·  , 2003

To the Shareholders of Pixelworks, Inc.:

Notice is hereby given that a special meeting of shareholders of Pixelworks, Inc. will be held on   ·  , 2003, at 9:00 a.m., Pacific Time, at   ·  , Portland, Oregon, for the following purposes:

These items of business are more fully described in the attached joint proxy statement/prospectus.

Only Pixelworks shareholders of record at the close of business on May 21, 2003, the date assumed for purposes of this document as the record date for the Pixelworks special meeting, are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the meeting.

Your vote is important. Whether or not you plan to attend the special meeting, we urge you to complete, date, sign and return the enclosed proxy card in the accompanying envelope. Your prompt response is greatly appreciated. You may revoke your proxy in the manner described in the accompanying joint proxy statement/prospectus before it has been voted at the special meeting. Shareholders who attend the special meeting may vote their stock personally even if they have previously delivered a proxy.

Table of Contents

GENESIS MICROCHIP INC.

2150 Gold Street

Alviso, California 95002

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON   ·  , 2003

To the Stockholders of Genesis Microchip Inc.:

Notice is hereby given that a special meeting of stockholders of Genesis Microchip Inc. will be held on   ·  , 2003, at 9:00 a.m., Pacific Time, at 2150 Gold Street, Alviso, California, for the following purposes:

Adoption of the Agreement and Plan of Merger will constitute approval of the merger. These items of business are more fully described in the attached joint proxy statement/prospectus.

Only Genesis Microchip stockholders of record at the close of business on May 21, 2003, the date assumed for purposes of this document as the record date for the Genesis Microchip special meeting, are entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the meeting.

Your vote is important. Whether or not you plan to attend the special meeting, we urge you to complete, date, sign and return the enclosed proxy card in the accompanying envelope. Your prompt response is greatly appreciated. You may revoke your proxy in the manner described in the accompanying joint proxy statement/prospectus before it has been voted at the special meeting. Stockholders who attend the special meeting may vote their stock personally even if they have previously delivered a proxy.

Table of Contents

 TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

 QUESTIONS AND ANSWERS ABOUT THE MERGER

The merger requires approval by the shareholders of Pixelworks and Genesis Microchip. Pixelworks and Genesis Microchip have scheduled special meetings of their shareholders to obtain these approvals.

Genesis Microchip:  Each issued and outstanding share of Genesis Microchip common stock will convert into the right to receive 2.3366 shares of Pixelworks common stock. Genesis Microchip stockholders will receive cash in lieu of fractional shares.

Genesis Microchip:  Each option to purchase Genesis Microchip common stock outstanding at the time of the merger will be assumed by Pixelworks and will become an option to acquire a number of shares of Pixelworks common stock determined by multiplying the number of shares of Genesis Microchip common stock covered by the option immediately before the completion of the merger by 2.3366, rounded down to the nearest whole share. The exercise price per share of each assumed option will be equal to the exercise price per share of Genesis Microchip common stock applicable to that option, divided by 2.3366, rounded up to the nearest whole cent.

1

Table of Contents

Genesis Microchip stockholders:  You are being asked to vote to adopt the merger agreement, which will constitute approval of the merger.

Genesis Microchip stockholders:  Adoption of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Genesis Microchip common stock.

Genesis Microchip stockholders:  The Genesis Microchip board of directors unanimously recommends that Genesis Microchip stockholders vote “FOR” the adoption of the merger agreement.

If your shares are held in “street name:”  You need to follow your broker’s instructions as to how to vote your shares. Your broker will not vote your shares unless he or she receives instructions from you.

If your shares are held in “street name:”  You need to follow your broker’s instructions on how to change your vote.

2

Table of Contents

Genesis Microchip stockholders:  Not at this time. We will send you written instructions that explain how to exchange your shares of Genesis Microchip common stock for shares of Pixelworks common stock after completion of the merger.

If you are a Pixelworks shareholder:

Pixelworks, Inc.

8100 SW Nyberg Road

Tualatin, Oregon 97062

Attention: Chief Financial Officer

(503) 454-1750

If you are a Genesis Microchip stockholder:

Genesis Microchip Inc.

2150 Gold Street

Alviso, California 95002

Attention: Chief Financial Officer

(408) 262-6599

3

Table of Contents

 SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this joint proxy statement/prospectus and may not contain all of the information that is important to you. For a more complete description of the merger, we encourage you to carefully read this entire joint proxy statement/prospectus, including the attached annexes. In addition, we encourage you to read the information incorporated by reference into this joint proxy statement/prospectus, which includes important business and financial information about Pixelworks and Genesis Microchip. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions under the heading “Where You Can Find Additional Information” beginning on page 117.

OVERVIEW

Pixelworks and Genesis Microchip have agreed to combine their businesses under the terms of a merger agreement they have signed. Under the terms of that agreement, each issued and outstanding share of Genesis Microchip common stock will be converted into the right to receive 2.3366 shares of Pixelworks common stock, and Genesis Microchip will become a wholly-owned subsidiary of Pixelworks. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

THE COMPANIES

Pixelworks, Inc.

8100 SW Nyberg Road

Tualatin, Oregon 97062

(503) 454-1750

Pixelworks is a leading provider of system-on-a-chip integrated circuits for the advanced display industry. Pixelworks’ solutions process and optimize video, computer graphics and Web information for display on a wide variety of devices, including multimedia projectors, digital televisions and flat-panel monitors, used in business and consumer markets. Pixelworks’ broad integrated circuits product line is used by the world’s leading manufacturers of consumer electronics and computer display products to enhance image quality and ease of use. Pixelworks is an Oregon corporation, and was incorporated in 1997.

Genesis Microchip Inc.

2150 Gold Street

Alviso, California 95002

(408) 262-6599

Genesis Microchip designs, develops and markets integrated circuits that receive and process digital video and graphic images. Genesis Microchip’s integrated circuits are typically located inside a display device and process incoming images for viewing on that display. Genesis Microchip’s products utilize patented algorithms, integrated circuit architectures, advanced integrated circuit design and system design expertise to solve problems related to conversion of analog to digital display systems and improvement of perceived image quality.

Genesis Microchip commenced operations as a Canadian company in 1987, and changed its domicile to become a Delaware corporation in February 2002.

Display Acquisition Corporation

8100 SW Nyberg Road

Tualatin, Oregon 97062

(503) 454-1750

Display Acquisition Corporation is a Delaware corporation and a wholly-owned subsidiary of  Pixelworks, incorporated in 2003 solely for the purpose of effecting the merger.

4

Table of Contents

EXCHANGE RATIO FOR GENESIS MICROCHIP SHARES

In the merger, each issued and outstanding share of Genesis Microchip common stock will be converted into the right to receive 2.3366 shares of Pixelworks common stock. Because the exchange ratio is fixed at 2.3366, as the stock price of Pixelworks fluctuates, so does the market value of the stock consideration to be paid by Pixelworks. For example, as set forth in the table below, if Pixelworks’ common stock is trading at $8.00 per share at the time the merger is completed, the consideration received by Genesis Microchip stockholders would have a value of $18.69 per share. If Pixelworks’ common stock is trading at $5.00 per share at the time the merger is completed, the consideration received by Genesis Microchip stockholders would have a value of $11.68 per share. The post-closing value of the Pixelworks shares issued in the merger will continue to be subject to the fluctuations of the stock market.

FAIRNESS OPINIONS OF FINANCIAL ADVISORS

Opinion of Citigroup Global Markets Inc. (formerly Salomon Smith Barney Inc.) (page 42)

In deciding to approve the merger, Pixelworks’ board of directors considered, among other things, the opinion of its financial advisor, Citigroup Global Markets Inc. (formerly Salomon Smith Barney Inc.), which we refer to as Citigroup, that, as of March 17, 2003 and subject to the considerations and limitations set forth in its opinion, the exchange ratio was fair, from a financial point of view, to Pixelworks. The full text of this opinion, which sets forth the assumptions made, general procedures followed, matters considered, and limits on review undertaken, is attached as Annex B to this joint proxy statement/prospectus. Pixelworks urges its shareholders to read the opinion of Citigroup in its entirety.

Opinion of Dresdner Kleinwort Wasserstein, Inc. (page 50)

In deciding to approve the merger, Genesis Microchip’s board of directors considered, among other things, the opinion of its financial advisor, Dresdner Kleinwort Wasserstein, Inc., which we refer to as DrKW, that, as of March 17, 2003 and subject to the considerations and limitations set forth in its opinion, the exchange ratio was fair, from a financial point of view, to Genesis Microchip’s stockholders. The full text of this opinion, which sets forth the assumptions made, matters considered, and limits on review undertaken, is attached as Annex C to this joint proxy statement/prospectus. Genesis Microchip urges its stockholders to read the opinion of DrKW in its entirety.

INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER

Pixelworks (page 58)

In connection with the merger, the vesting of certain Pixelworks stock options held by directors and executive officers of Pixelworks will accelerate. This will have the effect of accelerating approximately 17% of the 1,476,295 aggregate unvested stock options held by these individuals outstanding as of May 21, 2003. In addition, all stock options held by directors of Pixelworks who will not serve as directors of the combined company will accelerate.

In addition, Pixelworks’ executive officers have entered into agreements pursuant to which they may be eligible to receive severance payments and additional acceleration of stock option vesting in the event these officers are terminated or have their benefits reduced after completion of the merger. Further, Pixelworks has agreed to provide certain relocation benefits to Pixelworks’ chief operating officer and has made a contractual designation of

5

Table of Contents

certain individuals to serve on the board of directors or the management team of the combined company for the 12-month period following the merger. Each of these interests is more particularly described under the heading “Interests of Director and Executive Officers of Pixelworks” beginning on page 58. These interests are different from or in addition to the interests of holders of common stock of Pixelworks generally and may make these directors and executive officers more likely to recommend the merger.

Genesis Microchip (page 60)

In connection with the merger, the vesting of certain Genesis Microchip stock options held by certain directors and an officer of Genesis Microchip will accelerate. This will have the effect of accelerating all stock options of current Genesis Microchip board members who do not continue as directors of the combined company and all stock options of an executive officer if he does not continue as an employee of the combined company. In addition, some of Genesis Microchip’s officers have entered into agreements pursuant to which they may be eligible to receive severance payments and acceleration of stock option vesting in the event these officers are terminated or have their benefits reduced after completion of the merger.

These interests together with the contractual designation of certain individuals to serve on the board of directors or the management team of the combined company, for the 12-month period following the merger, are different from or in addition to the interests of holders of common stock of Genesis Microchip generally and may make these directors and officers more likely to recommend the merger.

SHARE OWNERSHIP OF MANAGEMENT

Pixelworks (page 99)

As of the record date, the directors and executive officers of Pixelworks, together with their affiliates, beneficially owned a total of 10,173,329 shares, representing approximately 22.5% of the shares of Pixelworks common stock outstanding and entitled to vote at the special meeting.

Genesis Microchip (page 101)

As of the record date, the directors and executive officers of Genesis Microchip, together with their affiliates, beneficially owned a total of 999,623 shares, representing approximately 3.1% of the shares of Genesis Microchip common stock outstanding and entitled to vote at the special meeting.

VOTING AGREEMENTS (page 84)

All of the directors of Pixelworks have entered into voting agreements with Genesis Microchip obligating them to vote their shares in favor of the issuance of Pixelworks common stock in the merger. As of the record date, these voting agreements covered a total of 2,534,502 shares of Pixelworks common stock, representing approximately 5.6% of the shares of Pixelworks common stock outstanding and entitled to vote at the Pixelworks special meeting.

All of the directors of Genesis Microchip as of March 17, 2003, the date of the merger agreement, have entered into voting agreements with Pixelworks obligating them to vote their shares in favor of adoption of the merger agreement. As of the record date, these voting agreements covered a total of 308,609 shares of Genesis Microchip common stock, representing approximately 1.0% of the shares of Genesis Microchip common stock outstanding and entitled to vote at the Genesis Microchip special meeting.

REGULATORY APPROVALS (page 81)

The merger is subject to United States antitrust law. We have made the required filings with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice. We are not permitted to complete the merger until the applicable waiting periods associated with those filings, including any extension of those waiting periods, have expired or been terminated and required clearances have been obtained. A governmental authority or private party could challenge or seek to block the merger under antitrust law at any time before or after its completion.

6

Table of Contents

AMENDMENT TO PIXELWORKS ARTICLES OF INCORPORATION—NAME CHANGE (page 85)

In connection with the merger, Pixelworks has agreed to submit a proposal to its shareholders to amend its articles of incorporation to change the name of the company to Genesis Pixelworks, Inc. effective upon completion of the merger.

ORGANIZATION OF THE COMBINED COMPANY

Board of Directors (page 86)

After completion of the merger, the board of directors of the combined company will be expanded from five to nine directors, four of whom will have served on the board of directors of Pixelworks immediately prior to the merger, four of whom will have served on the board of directors of Genesis Microchip immediately prior to the merger, and one of whom will be designated by the four Pixelworks board designees and must be reasonably acceptable to the Genesis Microchip board designees. The Chairman of the board of directors will be a current Genesis Microchip director.

Executive Officers (page 86)

After completion of the merger, the executive officers of the combined company will include executive officers of Pixelworks and Genesis Microchip. Officers of Pixelworks will serve as chief executive officer, chief operating officer and chief financial officer of the combined company. An officer of Genesis Microchip will serve as executive vice president of all three business units of the combined company.

Organizational Structure (page 89)

After completion of the merger, the combined company will have a new organizational structure which will group the combined company’s product development and marketing group into three business units: flat-panel monitors, projectors and digital television applications.

THE MERGER

Pixelworks and Genesis Microchip Prohibited from Soliciting Other Offers (page 68)

Pixelworks and Genesis Microchip have each agreed that while the merger is pending, neither will, subject to some limited exceptions, initiate nor participate in discussions with any third party regarding extraordinary transactions, such as mergers, business combinations or sales of a material amount of assets or capital stock.

Conditions to Completion of the Merger (page 74)

Several conditions must be satisfied or waived before we complete the merger, including:

Termination of the Merger Agreement (page 76)

Under circumstances specified in the merger agreement, either of Pixelworks or Genesis Microchip may terminate the merger agreement if:

7

Table of Contents

Termination Fee (page 77)

If the merger agreement is terminated, either Pixelworks or Genesis Microchip, in specified circumstances, may be required to pay a termination fee of $20 million to the other party.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES (page 82)

It is expected that the merger will constitute a tax-free reorganization for United States federal income tax purposes. Assuming the merger so qualifies, Genesis Microchip stockholders generally will not recognize gain or loss for United States federal income tax purposes as a result of receiving Pixelworks common stock in the merger, except with respect to cash received in lieu of fractional shares of Pixelworks common stock. It is a condition to the merger that each of Pixelworks and Genesis Microchip receive an opinion from its tax counsel that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code.

You should carefully read the discussion under the heading “Material United States Federal Income Tax Consequences” beginning on page 102. Further, you are encouraged to consult your own tax advisors to understand fully the tax consequences of the merger to you, because tax matters can be complicated, and the tax consequences of the merger to you will depend upon your own situation.

COMPARISON OF RIGHTS OF SHAREHOLDERS (page 102)

When Genesis Microchip stockholders become shareholders of the combined company after the merger, their rights will be governed by Oregon law and the combined company’s articles of incorporation and bylaws, each as amended in accordance with the merger agreement. Those rights differ from the current rights of Genesis Microchip stockholders under Delaware law and the certificate of incorporation and bylaws of Genesis Microchip.

DISSENTERS’ OR APPRAISAL RIGHTS (page 80)

Neither Pixelworks’ shareholders nor Genesis Microchip’s stockholders will be entitled to any dissenters’ or appraisal rights in connection with the merger.

ACCOUNTING TREATMENT OF THE MERGER (page 80)

The merger will be accounted for under the purchase method of accounting. Although the merger is structured so that Genesis Microchip will become a subsidiary of Pixelworks after completion of the merger, for accounting purposes the acquisition will be a “reverse acquisition,” and Genesis Microchip will be treated as the acquiring company.

8

Table of Contents

SUM  MARY SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF PIXELWORKS

The table below presents a summary of Pixelworks’ selected consolidated financial data as of the dates and for the periods indicated.

The consolidated statement of operations data presented below for the three months ended March 31, 2003 and 2002 and the consolidated balance sheet data as of March 31, 2003 have been derived from Pixelworks unaudited consolidated financial statements and related notes thereto incorporated by reference into this joint proxy statement/prospectus. The consolidated statement of operations data presented below for the years ended December 31, 2002, 2001 and 2000 and the consolidated balance sheet data as of December 31, 2002 and 2001 have been derived from Pixelworks’ consolidated financial statements and related notes thereto, incorporated by reference into this joint proxy statement/prospectus. The consolidated statement of operations data presented below for the years ended December 31, 1999 and 1998 and the consolidated balance sheet data as of December 31, 2000, 1999 and 1998 have been derived from Pixelworks’ audited consolidated financial statements and related notes thereto, which are not incorporated by reference into this joint proxy statement/prospectus. The historical financial information may not be indicative of Pixelworks’ future performance.

It is important for you to read the following summary of selected consolidated financial data together with Pixelworks’ “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with Pixelworks’ consolidated financial statements and accompanying notes in Pixelworks’ Annual Report on Form 10-K/A for the year ended December 31, 2002, and subsequent Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission, all of which are incorporated by reference into this joint proxy statement/prospectus.

Pixelworks Summary Selected Historical Consolidated Financial Data

9

Table of Contents

10

Table of Contents

 SUMMARY SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF

GENESIS MICROCHIP

The table below presents a summary of Genesis Microchip’s financial results as of the dates and for the periods indicated.

The consolidated statement of operations data presented below for the nine months ended December 31, 2002 and the consolidated balance sheet data as of December 31, 2002 have been derived from Genesis Microchip’s unaudited consolidated financial statements and related notes thereto incorporated by reference into this joint proxy statement/prospectus. The consolidated statement of operations data presented below for the fiscal years ended March 31, 2002, 2001 and 2000 and the consolidated balance sheet data as of March 31, 2002 and 2001 have been derived from Genesis Microchip’s audited consolidated financial statements and related notes thereto incorporated by reference into this joint proxy statement/prospectus. The consolidated statement of operations data presented below for the ten months ended March 31, 1999 and the fiscal year ended May 31, 1998 and the consolidated balance sheet data as of March 31, 2000 and 1999 and May 31, 1998, have been derived from Genesis Microchip’s audited consolidated financial statements and related notes thereto, which are not incorporated by reference into this joint proxy statement/prospectus. The unaudited consolidated statement of operations data for the nine months ended December 31, 2002 are not necessarily indicative of the results to be expected for any other interim period or for fiscal year 2003 as a whole. However, in the opinion of Genesis Microchip’s management, the interim financial data presented reflects all adjustments, consisting only of normal recurring adjustments necessary for the fair presentation of the financial condition at such date and the results of operations for such period. The historical financial information may not be indicative of Genesis Microchip’s future performance.

It is important for you to read the following summary of selected consolidated financial data together with Genesis Microchip’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and with Genesis Microchip’s consolidated financial statements and accompanying notes in Genesis Microchip’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2002 and subsequent Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission, all of which are incorporated by reference into this joint proxy statement/prospectus.

11

Table of Contents

Genesis Microchip Summary Selected Historical Consolidated Financial Data