<PAGE>

As filed with the Securities and Exchange Commission on July 28, 2000
                                              Registration No. 333-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 NOGATECH, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                     77-0525268
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                           5201 Great America Parkway
                          Santa Clara, California 95054
               (Address of Principal Executive Offices) (Zip Code)

                             1999 Stock Option Plan
                           2000 Equity Incentive Plan
                        2000 Employee Stock Purchase Plan
                            (Full title of the Plans)

                                   Nathan Hod
                              Chairman of the Board
                                 Nogatech, Inc.
                           5201 Great America Parkway
                         Santa Clara, California 95054

                     (Name and address of agent for service)

                         Telephone Number (408) 562-6200
          (Telephone number, including area code, of agent for service)
                                    Copy to:
                                 Kay Rubin, Esq.
                            Bay Venture Counsel, LLP
                        1999 Harrison Street, Suite 1300
                            Oakland, California 94612
                                   ----------
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================================
        Title of Securities to              Amount             Proposed Maximum        Proposed Maximum            Amount
            be Registered                    to be                 Offering               Aggregate                  of
                                         Registered(1)              Price                  Offering             Registration
                                                                  Per Share                 Price                    Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                       <C>                      <C>                  <C>                  <C>
1999 Stock Option Plan, Common Stock,
      par value $0.001 per share           1,446,514                $1.09(2)              $ 1,576,700              $  416
-----------------------------------------------------------------------------------------------------------------------------------
  2000 Equity Incentive Plan, Common
  Stock, par value $0.001 per share        3,500,000                $6.28(3)              $21,980,000              $5,803
-----------------------------------------------------------------------------------------------------------------------------------
  2000 Employee Stock Purchase Plan,         350,000                $5.34(4)              $ 1,869,000              $  493
  Common Stock, par value $0.001 per
                share
-----------------------------------------------------------------------------------------------------------------------------------
                Total                      5,296,514                                      $25,425,700              $6,712
===================================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which may become issuable under any of the Plans being
     registered pursuant to this Registration Statement by reason of any stock
     dividend, stock split, recapitalization or any other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of the Registrant's outstanding shares of Common Stock.

(2)  Computed in accordance with Rule 457(h) under the Securities Act of 1933,
     as amended (the "Securities Act") solely for the purposes of calculating
     the registration fee. The computation is based on the weighted average per
     share exercise price (rounded to the nearest cent) of outstanding options
     under the referenced plan, the shares issuable under which are registered
     hereby.

(3)  Estimated solely for the purposes of calculating the registration fee
     pursuant to Rules 457(c) and (h) under the Securities Act on the basis
     of $6.28 per share, which represents the average of the high and low
     prices for a share of common stock of Nogatech Inc. as reported on the
     NASDAQ National Market System on July 26, 2000.

(4)  Estimated solely for the purposes of calculating the registration fee
     pursuant to Rules 457(c) and (h) under the Securities Act on the basis
     of $6.28 per share, which represents the average of the high and low
     prices for a share of common stock of Nogatech Inc. as reported on the
     NASDAQ National Market System on July 26, 2000, multiplied by 85%, which
     is the percentage of the trading purchase price applicable to purchases
     under the referenced plan.

                                ----------------

   THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
                  WITH RULE 462(a) UNDER THE SECURITIES ACT.

<PAGE>

================================================================================

                                     PART I

Item 1.       Plan Information.*

Item 2.       Registrant Information and Employee Plan Annual Information.*

*             The document (s) containing the information specified in Part I of
              Form S-8 have been or will be sent or given to employees as
              specified by Rule 428(b)(1) under the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

         Nogatech, Inc. (the "Company" or the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents:

         (a) The Registrant's Prospectus, filed on May 19, 2000 pursuant to Rule
424(b) of the Securities Act, which contains audited financial statements for
the year ended December 31, 1999, Registrant's latest fiscal year for which such
statements have been filed.

         (b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on May 16, 2000, including any amendment or report filed for the purpose
of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be part
thereof from the date of filing of such documents. Statements contained in this
Registration Statement or in a document incorporated by reference may be
modified or superseded by later statements in this Registration Statement or by
statements in subsequent documents incorporated by reference, in which case you
should refer to the later statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 102 of the Delaware General Corporation Law, or the DGCL, as
amended, allows a corporation to eliminate the personal liability of directors
of a corporation to the corporation or its stockholders for monetary damages for
a breach of fiduciary duty as a director, except where the director breached his
duty of loyalty, failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit.

         Section 145 of the DGCL provides, among other things, that we may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (other than
an action by us or in our right) by reason of the fact that the person is or was
the Company's director, officer, agent or employee or is or was serving at the
Company's request as a director, officer, agent, or employee of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgment, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with the
action, suit

<PAGE>

or proceeding. The power to indemnify applies (a) if the person is successful
on the merits or otherwise in defense of any action, suit or proceeding, or
(b) if the person acted in good faith and in a manner he or she reasonably
believed to be in the best interest of the Company, or not opposed to the
Company's best interest, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
power to indemnify applies to actions brought by the Company or in its right
as well, but only to the extent of defense expenses (including attorney's
fees but excluding amounts paid in settlement) actually and reasonably
incurred and not to any satisfaction of judgment or settlement of the claim
itself, and with the further limitation that in these actions no
indemnification shall be made in the event of any adjudication of negligence
or misconduct in the performance of his or her duties to the Company, unless
the court believes that in light of all the circumstances indemnification
should apply.

         Section 174 of the DGCL provides, among other things, that a
director, who willfully or negligently approves of an unlawful payment of
dividends or an unlawful stock purchase or redemption, may be held liable for
these actions. A director who was either absent when the unlawful actions
were approved or dissented at the time, may avoid liability by causing his or
her dissent to these actions to be entered in the books containing the
minutes of the meetings of the board of directors at the time the action
occurred or immediately after the absent director receives notice of the
unlawful acts.

         The Company's Certificate of Incorporation includes a provision that
eliminates the personal liability of our directors for monetary damages for
breach of fiduciary duty as a director, except for liability for:

         -        any beach of the director's duty of loyalty to the Company or
                  its stockholders;

         -        acts or omissions not in good faith or that involve
                  intentional misconduct or a knowing violation of law;

         -        unlawful dividends and stock purchases; or

         -        any transaction from which the director derived an improper
                  personal benefit.

         These provisions are permitted under Delaware law.

         The Company's Bylaws provide that:

         -        the Company must indemnify its directors and officers to the
                  fullest extent permitted by Delaware law.

         -        the Company may indemnify its other employees and agents to
                  the same extent that it indemnified its officers and
                  directors, unless otherwise determined by its board of
                  directors; and

         -        the Company must advance expenses, as incurred, to its
                  directors and executive officers in connection with a legal
                  proceeding to the fullest extent permitted by Delaware law.

         The indemnification provisions contained in the Company's Certificate
of Incorporation and Bylaws are not exclusive of any other rights to which a
person may be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise. In addition, the Company maintains insurance on behalf
of its directors and executive officers insuring them against any liability
asserted against them in their capacities as directors or officers or arising
out of this status.

         The Company has entered into agreements to indemnify its directors and
executive officers, in addition to indemnification provided for in its Bylaws.
These agreements, among other things, will provide for indemnification of the
Company's directors and executive officers for expenses, judgments, fines and
settlement amounts incurred by any such person in any action or proceeding
arising out of the person's services as a director or executive officer of the
Company or another entity at the Company's request. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling the Company pursuant to the forgoing provisions
or otherwise, the Company has been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

<PAGE>

         See Index to Exhibits.

Item 9.  Undertakings.

         1.       The undersigned Registrant hereby undertakes:

         (a)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i)      To include any prospectus required by section
10(a)(3) of the Securities Act;

                  (ii)     To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

                  (iii)    To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change of such information in the Registration Statement;
PROVIDED HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and, the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

         (b)      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (c)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         2.       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         3.       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


<PAGE>

                                      II-2

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on July 28, 2000.

                                      NOGATECH, INC.



                                      By:    /s/  YARON GARMAZI
                                          -------------------------------------
                                          Yaron Garmazi
                                          Chief Financial Officer and Secretary


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Arie Heiman and Yaron Garmazi, and
each of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, and in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
Signature                                            Title                                       Date
---------                                            -----                                       ----
<S>                                       <C>                                                  <C>

                *                          President, Chief Executive Officer                    July 28, 2000
-----------------------------------------  and Director (Principal Executive
Arie Heiman                                Officer)



                *                          Chief Financial Officer and Secretary                 July  28, 2000
-----------------------------------------  (Principal Financial and Accounting Officer)
Yaron Garmazi



                *                          Chairman of the Board                                 July  28, 2000
-----------------------------------------
Nathan Hod



                *                          Director                                              July 28, 2000
-----------------------------------------
Gerald Dogon



                *                          Director                                              July  28, 2000
-----------------------------------------
Avraham Fischer


<PAGE>


                *                          Director                                              July  28, 2000
-----------------------------------------
Davidi Gilo



                *                          Director                                              July  28, 2000
-----------------------------------------
Moshe Harel



                *                          Director                                              July  28, 2000
-----------------------------------------
Yirmiyahu Kaplan



                *                          Director                                              July  28, 2000
-----------------------------------------
Yossi Vinitski



                *                          Director                                              July  28, 2000
-----------------------------------------
Andrew Schonzeit
</TABLE>


<PAGE>

                                      II-3

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
         Exhibit Number             Description
         --------------             -----------
        <S>                       <C>
                  4                 Instruments Defining the Rights of Stockholders.  Reference is made to
                                    Registrant's Registration Statement No.  000-3065 on Form 8-A, together with
                                    the amendments and exhibits thereto, which are incorporated herein by
                                    reference pursuant to Items 3(d) and 3(e).

                  5                 Opinion of Bay Venture Counsel LLP.

                  10.1*             1999 Stock Option Plan.

                  10.2*             2000 Equity Incentive Plan.

                  10.3              Amended and Restated 2000 Employee Stock Purchase Plan.

                  23.1              Consent of Bay Venture Counsel LLP (contained in opinion filed as Exhibit 5).

                  23.2              Consent of Kesselman & Kesselman, Independent Accountants.

                  24                Powers of Attorney (included on signature page).

</TABLE>

----------------------------
         * Exhibits 10.1 and 10.2 are incorporated herein by reference to
           Registrant's Registration Statement on Form S-1 (file no. 333-32372),
           declared effective on May 17, 2000.
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23624}]
{"company-data": {"conformed-name": "NOGATECH INC", "cik": "0001005938", "assigned-sic": "5065", "irs-number": "770525268", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42470", "film-number": "681079"}, "business-address": {"street1": "5201 GREAT AMERICA PARKWAY", "street2": "STE 465", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4085626200"}, "mail-address": {"street1": "5201 GREAT AMERICA PARKWAY", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}}
As filed with the Securities and Exchange Commission on July 28, 2000
                                              Registration No. 333-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 NOGATECH, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                     77-0525268
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                           5201 Great America Parkway
                          Santa Clara, California 95054
               (Address of Principal Executive Offices) (Zip Code)

                             1999 Stock Option Plan
                           2000 Equity Incentive Plan
                        2000 Employee Stock Purchase Plan
                            (Full title of the Plans)

                                   Nathan Hod
                              Chairman of the Board
                                 Nogatech, Inc.
                           5201 Great America Parkway
                         Santa Clara, California 95054

                     (Name and address of agent for service)

                         Telephone Number (408) 562-6200
          (Telephone number, including area code, of agent for service)
                                    Copy to:
                                 Kay Rubin, Esq.
                            Bay Venture Counsel, LLP
                        1999 Harrison Street, Suite 1300
                            Oakland, California 94612
                                   ----------
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
        Title of Securities to              Amount             Proposed Maximum        Proposed Maximum            Amount
            be Registered                    to be                 Offering               Aggregate                  of
                                         Registered(1)              Price                  Offering             Registration
                                                                  Per Share                 Price                    Fee
-----------------------------------------------------------------------------------------------------------------------------------
1999 Stock Option Plan, Common Stock,
      par value $0.001 per share           1,446,514                $1.09(2)              $ 1,576,700              $  416
-----------------------------------------------------------------------------------------------------------------------------------
  2000 Equity Incentive Plan, Common
  Stock, par value $0.001 per share        3,500,000                $6.28(3)              $21,980,000              $5,803
-----------------------------------------------------------------------------------------------------------------------------------
  2000 Employee Stock Purchase Plan,         350,000                $5.34(4)              $ 1,869,000              $  493
  Common Stock, par value $0.001 per
                share
-----------------------------------------------------------------------------------------------------------------------------------
                Total                      5,296,514                                      $25,425,700              $6,712
===================================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which may become issuable under any of the Plans being
     registered pursuant to this Registration Statement by reason of any stock
     dividend, stock split, recapitalization or any other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of the Registrant's outstanding shares of Common Stock.

(2)  Computed in accordance with Rule 457(h) under the Securities Act of 1933,
     as amended (the "Securities Act") solely for the purposes of calculating
     the registration fee. The computation is based on the weighted average per
     share exercise price (rounded to the nearest cent) of outstanding options
     under the referenced plan, the shares issuable under which are registered
     hereby.

(3)  Estimated solely for the purposes of calculating the registration fee
     pursuant to Rules 457(c) and (h) under the Securities Act on the basis
     of $6.28 per share, which represents the average of the high and low
     prices for a share of common stock of Nogatech Inc. as reported on the
     NASDAQ National Market System on July 26, 2000.

(4)  Estimated solely for the purposes of calculating the registration fee
     pursuant to Rules 457(c) and (h) under the Securities Act on the basis
     of $6.28 per share, which represents the average of the high and low
     prices for a share of common stock of Nogatech Inc. as reported on the
     NASDAQ National Market System on July 26, 2000, multiplied by 85%, which
     is the percentage of the trading purchase price applicable to purchases
     under the referenced plan.

                                ----------------

   THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
                  WITH RULE 462(a) UNDER THE SECURITIES ACT.
================================================================================

                                     PART I

Item 1.       Plan Information.*

Item 2.       Registrant Information and Employee Plan Annual Information.*

*             The document (s) containing the information specified in Part I of
              Form S-8 have been or will be sent or given to employees as
              specified by Rule 428(b)(1) under the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

         Nogatech, Inc. (the "Company" or the "Registrant") hereby incorporates
by reference into this Registration Statement the following documents:

         (a) The Registrant's Prospectus, filed on May 19, 2000 pursuant to Rule
424(b) of the Securities Act, which contains audited financial statements for
the year ended December 31, 1999, Registrant's latest fiscal year for which such
statements have been filed.

         (b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on May 16, 2000, including any amendment or report filed for the purpose
of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be part
thereof from the date of filing of such documents. Statements contained in this
Registration Statement or in a document incorporated by reference may be
modified or superseded by later statements in this Registration Statement or by
statements in subsequent documents incorporated by reference, in which case you
should refer to the later statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 102 of the Delaware General Corporation Law, or the DGCL, as
amended, allows a corporation to eliminate the personal liability of directors
of a corporation to the corporation or its stockholders for monetary damages for
a breach of fiduciary duty as a director, except where the director breached his
duty of loyalty, failed to act in good faith, engaged in intentional misconduct
or knowingly violated a law, authorized the payment of a dividend or approved a
stock repurchase in violation of Delaware corporate law or obtained an improper
personal benefit.

         Section 145 of the DGCL provides, among other things, that we may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (other than
an action by us or in our right) by reason of the fact that the person is or was
the Company's director, officer, agent or employee or is or was serving at the
Company's request as a director, officer, agent, or employee of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses, including attorneys' fees, judgment, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with the
action, suit
or proceeding. The power to indemnify applies (a) if the person is successful
on the merits or otherwise in defense of any action, suit or proceeding, or
(b) if the person acted in good faith and in a manner he or she reasonably
believed to be in the best interest of the Company, or not opposed to the
Company's best interest, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
power to indemnify applies to actions brought by the Company or in its right
as well, but only to the extent of defense expenses (including attorney's
fees but excluding amounts paid in settlement) actually and reasonably
incurred and not to any satisfaction of judgment or settlement of the claim
itself, and with the further limitation that in these actions no
indemnification shall be made in the event of any adjudication of negligence
or misconduct in the performance of his or her duties to the Company, unless
the court believes that in light of all the circumstances indemnification
should apply.

         Section 174 of the DGCL provides, among other things, that a
director, who willfully or negligently approves of an unlawful payment of
dividends or an unlawful stock purchase or redemption, may be held liable for
these actions. A director who was either absent when the unlawful actions
were approved or dissented at the time, may avoid liability by causing his or
her dissent to these actions to be entered in the books containing the
minutes of the meetings of the board of directors at the time the action
occurred or immediately after the absent director receives notice of the
unlawful acts.

         The Company's Certificate of Incorporation includes a provision that
eliminates the personal liability of our directors for monetary damages for
breach of fiduciary duty as a director, except for liability for:

         -        any beach of the director's duty of loyalty to the Company or
                  its stockholders;

         -        acts or omissions not in good faith or that involve
                  intentional misconduct or a knowing violation of law;

         -        unlawful dividends and stock purchases; or

         -        any transaction from which the director derived an improper
                  personal benefit.

         These provisions are permitted under Delaware law.

         The Company's Bylaws provide that:

         -        the Company must indemnify its directors and officers to the
                  fullest extent permitted by Delaware law.

         -        the Company may indemnify its other employees and agents to
                  the same extent that it indemnified its officers and
                  directors, unless otherwise determined by its board of
                  directors; and

         -        the Company must advance expenses, as incurred, to its
                  directors and executive officers in connection with a legal
                  proceeding to the fullest extent permitted by Delaware law.

         The indemnification provisions contained in the Company's Certificate
of Incorporation and Bylaws are not exclusive of any other rights to which a
person may be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise. In addition, the Company maintains insurance on behalf
of its directors and executive officers insuring them against any liability
asserted against them in their capacities as directors or officers or arising
out of this status.

         The Company has entered into agreements to indemnify its directors and
executive officers, in addition to indemnification provided for in its Bylaws.
These agreements, among other things, will provide for indemnification of the
Company's directors and executive officers for expenses, judgments, fines and
settlement amounts incurred by any such person in any action or proceeding
arising out of the person's services as a director or executive officer of the
Company or another entity at the Company's request. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling the Company pursuant to the forgoing provisions
or otherwise, the Company has been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
See Index to Exhibits.

Item 9.  Undertakings.

         1.       The undersigned Registrant hereby undertakes:

         (a)      To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                  (i)      To include any prospectus required by section
10(a)(3) of the Securities Act;

                  (ii)     To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;

                  (iii)    To include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change of such information in the Registration Statement;
PROVIDED HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and, the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

         (b)      That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (c)      To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         2.       The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         3.       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-2

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on July 28, 2000.

                                      NOGATECH, INC.

                                      By:    /s/  YARON GARMAZI
                                          -------------------------------------
                                          Yaron Garmazi
                                          Chief Financial Officer and Secretary

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Arie Heiman and Yaron Garmazi, and
each of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, and in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as such
person might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their or his or her
substitutes, may lawfully do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                            Title                                       Date
---------                                            -----                                       ----
*                          President, Chief Executive Officer                    July 28, 2000
-----------------------------------------  and Director (Principal Executive
Arie Heiman                                Officer)

                *                          Chief Financial Officer and Secretary                 July  28, 2000
-----------------------------------------  (Principal Financial and Accounting Officer)
Yaron Garmazi

                *                          Chairman of the Board                                 July  28, 2000
-----------------------------------------
Nathan Hod

                *                          Director                                              July 28, 2000
-----------------------------------------
Gerald Dogon

                *                          Director                                              July  28, 2000
-----------------------------------------
Avraham Fischer
*                          Director                                              July  28, 2000
-----------------------------------------
Davidi Gilo

                *                          Director                                              July  28, 2000
-----------------------------------------
Moshe Harel

                *                          Director                                              July  28, 2000
-----------------------------------------
Yirmiyahu Kaplan

                *                          Director                                              July  28, 2000
-----------------------------------------
Yossi Vinitski

                *                          Director                                              July  28, 2000
-----------------------------------------
Andrew Schonzeit
II-3

                                  EXHIBIT INDEX
Exhibit Number             Description
         --------------             -----------
4                 Instruments Defining the Rights of Stockholders.  Reference is made to
                                    Registrant's Registration Statement No.  000-3065 on Form 8-A, together with
                                    the amendments and exhibits thereto, which are incorporated herein by
                                    reference pursuant to Items 3(d) and 3(e).

                  5                 Opinion of Bay Venture Counsel LLP.

                  10.1*             1999 Stock Option Plan.

                  10.2*             2000 Equity Incentive Plan.

                  10.3              Amended and Restated 2000 Employee Stock Purchase Plan.

                  23.1              Consent of Bay Venture Counsel LLP (contained in opinion filed as Exhibit 5).

                  23.2              Consent of Kesselman & Kesselman, Independent Accountants.

                  24                Powers of Attorney (included on signature page).
----------------------------
         * Exhibits 10.1 and 10.2 are incorporated herein by reference to
           Registrant's Registration Statement on Form S-1 (file no. 333-32372),
           declared effective on May 17, 2000.