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<TITLE>062901 S8 DOC</TITLE>
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<p align="right"><font size="2" color="FF0000"><strong>
As filed with the Securities and Exchange Commission on June 29, 2001<br>
                                               Registration No. 333-________
</strong></p></font>

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<p align="center"><font size="3"><strong>
                        SECURITIES AND EXCHANGE COMMISSION<br>
                      Washington, D.C. 20549</strong></font></p>

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<br>
<p align="center"><font size="5"><strong>FORM S-8</strong></center></font>


<p align="center"><font size="3"><strong>
                             REGISTRATION STATEMENT<br>
                                    Under<br>
                       The Securities Act of 1933
</strong>

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<p align="center"><font size="6" color="#0000FF"><strong>
                              <u>Sigma Designs, Inc.</U>
</strong></font><br>
<font size="2">
                    (Exact name of registrant as specified in its charter)



<P>&nbsp;
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<font size="3"><strong>
<CENTER><u>California</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>94-2848099</u></CENTER>
</font></strong>
</TD>
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<TD>
<font size="2">
<CENTER>&nbsp; (State or Other Jurisdiction of Incorporation or Organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(I.R.S. Employer Identification Number)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>

<p align="center"><font size="3"><strong>
                               355 Fairview Way<br>
                       <u>Milpitas, California &nbsp;&nbsp; 95035-3024
</strong></font></u><br>

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       (Address of principal executive offices, including zip code)</P>

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<p align="center"><font size="4"><strong>
                             2001 Employee Stock Option Plan<br>
                              2001 Employee Stock Purchase Plan<br>
</strong><font size="2">
                        (Full title of the Plans)
</font></p>
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<br>
<p align="center"><font size="3"><strong>
                                  Thinh Q. Tran<br>
                  Chief Executive Officer<br>
                  Sigma Designs, Inc.<br>
                  355 Fairview Way<br>
                  Milpitas, CA 95035<br>
                  (408) 262-9003<br>
</strong><font size="2">
<P ALIGN="CENTER">(Name, address, including zip code, and telephone number, <br>
                                     including area code,<br>
                                   of agent for service)
</font></p>

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<p align="center"><font size="3"><strong>
                            Copy to:<br>
                                  Mark A. Bertelsen, Esq.<br>
                  Wilson Sonsini Goodrich &amp; Rosati<br>
                  Professional Corporation<br>
                  650 Page Mill Road<br>
                  Palo Alto, CA 94304-1050<br>
                  (650) 493-9300
</P></FONT>
</strong>

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<B><FONT SIZE=3><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=8 WIDTH=650>
<TR><TD WIDTH="25%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Title of Securities<br>
to be Registered</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Amount to be Registered(1)</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Proposed Maximum<br>
Offering<br>
Price per Share(2)</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Proposed Maximum<br>
Aggregate<br>
Offering Price</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Amount of<br>
Registration Fee</FONT></TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="BOTTOM">
<FONT SIZE=2><P>
Common Stock, no par value:<br>
&nbsp;&nbsp;&nbsp;Issuable under the 2001 Employee Stock Option Plan (the &quot;<I>Option
Plan</I>&quot;)</P>
</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">
500,000
</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">
$ 2.23
</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">
$ 1,115,000
</FONT></TD>
<TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">
&nbsp;
</FONT></TD>
</TR>

<TR><TD WIDTH="25%" VALIGN="BOTTOM">
<FONT SIZE=2><P>
&nbsp;&nbsp;&nbsp;Issuable under the 2001 Employee Stock Purchase Plan (the
&quot;<I>Purchase Plan</I>&quot;)</P>
</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">
100,000
</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">
$ 2.23
</FONT></TD>
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$ &nbsp;&nbsp;223,000
</FONT></TD>
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&nbsp;
</FONT></TD>
</TR>

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Total</P>
</FONT></TD>
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600,000
</FONT></TD>
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$ 2.23
</FONT></TD>
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$ 1,338,000
</FONT></TD>
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<FONT SIZE=2><P ALIGN="CENTER">
$ 335
</FONT></TD>
</TR>
</TABLE>

<BLOCKQUOTE>

<FONT SIZE=2><P ALIGN="JUSTIFY">(1)&#9;This Registration Statement shall also cover
any additional shares of the Registrant's Common Stock that become issuable
under the Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration that increases the number of the Registrant's outstanding shares
of Common Stock.</P>

<P ALIGN="JUSTIFY">(2)&#9;Estimated solely for the purpose of computing the
registration fee required by Section&nbsp;6(b) of the Securities Act pursuant to
Rules 457(h) and 457(c) under the Securities Act, based upon the average between
the high and low prices of the Common Stock as reported on the Nasdaq National
Market on June 26, 2001.</P>

</BLOCKQUOTE>

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<font size="3">
<B><P ALIGN="CENTER">SIGMA DESIGNS, INC.</P>
<P ALIGN="CENTER">REGISTRATION STATEMENT ON FORM S-8</P>
<P ALIGN="CENTER">PART I</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE PROSPECTUS</P>
<P ALIGN="JUSTIFY">Item 1.&#9;Plan Information.</P>
</B><P ALIGN="JUSTIFY">The documents containing the information specified in
this Item&nbsp;1 will be sent or given to employees, officers, directors or
others as specified by Rule&nbsp;428(b)(1).  In accordance with the rules and
regulations of the Securities and Exchange Commission (the
&quot;<I>Commission</I>&quot;) and the instructions to Form&nbsp;S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule&nbsp;424.</P>
<B><P ALIGN="JUSTIFY">Item 2.&#9;Registration Information and Employee Plan
Annual Information.</P>
</B><P ALIGN="JUSTIFY">The documents containing the information specified in
this Item&nbsp;2 will be sent or given to employees, officers, directors or
others as specified by Rule&nbsp;428(b)(1).  In accordance with the rules and
regulations of the Commission and the instructions to Form&nbsp;S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule&nbsp;424.</P>
<B><P ALIGN="CENTER">PART II</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P ALIGN="JUSTIFY">Item 3.&#9;Incorporation of Documents by Reference.</P>
</B><P ALIGN="JUSTIFY">The following documents and information previously filed
with the Securities and Exchange Commission
(the&nbsp;&quot;<I>Commission</I>&quot;) by Sigma Designs, Inc. (the
&quot;<I>Registrant</I>&quot;) are hereby incorporated herein by reference:</P>

<UL>

<P ALIGN="JUSTIFY"><LI>The Registrant's Annual Report on Form 10-K for the
fiscal year ended January  31, 2001 filed with the Commission on May 4, 2001
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended
(the &quot;<I>Exchange Act</I>&quot;);</LI></P>

<P ALIGN="JUSTIFY"><LI>The Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 30, 2001 filed with the Commission on June 19, 2001 pursuant
to Section 13(a) of the Exchange Act;</LI></P>

<P ALIGN="JUSTIFY"><LI>The Registrant's Definitive Proxy Statement on Schedule
14A filed with the Commission on May 22, 2001 pursuant to Section 14(a) of the
Exchange Act; and</LI></P>

<P ALIGN="JUSTIFY"><LI>The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 8-A filed with the
Commission on November 3, 1986, pursuant to Section&nbsp;12(g) of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description;</LI></P>
</UL>

<P ALIGN="JUSTIFY">In addition, all documents subsequently filed with the
Commission by the Registrant pursuant to Sections&nbsp;13(a), 13(c), 14 and
15(d)&nbsp;of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold under this Registration Statement, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.  Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such earlier statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.</P>
<B><P ALIGN="JUSTIFY">Item 4.&#9;Description of Securities.</P>
</B><P ALIGN="JUSTIFY">Not applicable.</P>
<B><P ALIGN="JUSTIFY">Item 5.&#9;Interests of Named Experts and Counsel.</P>
</B><P ALIGN="JUSTIFY">Not applicable.</P>

<B><P ALIGN="JUSTIFY">Item 6.&#9;Indemnification of Officers and Directors.</P>
</B><P ALIGN="JUSTIFY">Section 317 of the California General Corporations Law
(the "CGCL") authorizes a court to award, or a corporation's board of directors
to grant, indemnity to directors and officers who are parties or are threatened
to be made parties to any proceeding (with certain exceptions) by reason of the
fact that the person is or was an agent of the corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with the proceeding if that person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation.  Section 204 of the CGCL provides that a corporation's Articles of
Incorporation may contain a provision eliminating or limiting a director's
liability to the corporation for breach of fiduciary duty, provided this
elimination or limitation of liability does not apply to a director's liability
if (i) for acts or omissions that involve intentional misconduct or a knowing
and culpable violation of law, (ii) for acts or omissions that a director
believes to be contrary to the best interests of the corporation or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the corporation or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of a serious injury to the
corporation or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation or its shareholders, (vi) under Section 310 of the CGCL
(concerning contracts or transactions between the corporation and a director) or
(vii) under Section 316 of the CGCL (directors' liability for improper
dividends, loans and guarantees). Section 317 does not extend to acts or
omissions of a director in his capacity as an officer. Further, Section 317 has
no effect on claims arising under federal or state securities laws and
does not affect the availability of injunctions and
other equitable remedies available to the Company's shareholders for any
violation of a director's fiduciary duty to the Company or its shareholders.
</P>
<P ALIGN="JUSTIFY">In accordance with Sections 204 and 317, the Second Restated
Articles of Incorporation, as amended (the "Articles"), of the Company limit the
liability of a director to the Company or its shareholders for monetary damages
to the fullest extent permissible under California law. The Articles further
authorize the Company to provide indemnification to its agents (including
officers and directors), subject to the limitations set forth above. The
Articles and the Company's By-Laws further provide for indemnification of
corporate agents to the maximum extent permitted by the CGCL. </P>
<P ALIGN="JUSTIFY">Pursuant to the authority provided in the Articles, the
Company has entered into indemnification agreements with each of its executive
officers and directors, indemnifying them against certain potential liabilities
that may arise as a result of their service to the Company, and providing for
certain other protection. </P>
<P ALIGN="JUSTIFY">The Company also maintains insurance policies which insure
its officers and directors against certain liabilities. </P>
<P ALIGN="JUSTIFY">The foregoing summaries are necessarily subject to the
complete text of the statute, the Articles, the By-Laws and the agreements
referred to above and are qualified in their entirety by reference thereto. </P>

<B><P ALIGN="JUSTIFY">Item 7.&#9;Exemption from Registration Claimed.</P>
</B><P ALIGN="JUSTIFY">Not applicable.</P>

<B><P ALIGN="JUSTIFY">Item 8.&#9;Exhibits.</P>
</FONT><FONT SIZE=1><P ALIGN="JUSTIFY"></P></B></FONT>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=8 WIDTH=680>
<TR><TD WIDTH="15%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="CENTER">Exhibit<br>
<U>Number</B></U></FONT></TD>
<TD WIDTH="85%" VALIGN="BOTTOM">
<B><U><FONT SIZE=3><P>Description </B></U></FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=3><P>3.1</FONT></TD>
<TD WIDTH="85%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Certificate of Amendment to the Second Restated Articles of
Sigma Designs, Inc., dated as of June 22, 2001.</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=3><P>4.1</FONT></TD>
<TD WIDTH="85%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Sigma Designs, Inc. 2001 Employee Stock Option Plan.</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=3><P>4.2</FONT></TD>
<TD WIDTH="85%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Sigma Designs, Inc. 2001 Employee Stock Purchase
Plan.</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=3><P>5.1</FONT></TD>
<TD WIDTH="85%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Opinion of counsel as to legality of securities being
registered.</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=3><P>23.1</FONT></TD>
<TD WIDTH="85%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Consent of counsel (contained in Exhibit 5.1).</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=3><P>23.2</FONT></TD>
<TD WIDTH="85%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Independent Auditors' Consent.</FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="BOTTOM">
<FONT SIZE=3><P>24.1</FONT></TD>
<TD WIDTH="85%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Powers of Attorney (see page&nbsp;6).</FONT></TD>
</TR>
</TABLE>


<B><FONT SIZE=3><P ALIGN="JUSTIFY">Item 9.&#9;Undertakings.</P>
</B><P ALIGN="JUSTIFY"></P>

<DIR>

<P ALIGN="JUSTIFY">(a)  The undersigned Registrant hereby undertakes:</P>
<P ALIGN="JUSTIFY"></P>

<DIR>
<P ALIGN="JUSTIFY">&#9;(1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement to
include any prospectus required by section 10(a)(3) of the Securities Act of
1933; to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.</P>

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;(3)  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.</P>
</DIR>

<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934, as amended) 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.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">(c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 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 of 1933 and will be governed by the final adjudication of such issue.</P>
<P ALIGN="JUSTIFY"></P>
</DIR>

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<br>
<br>


<B><P ALIGN="CENTER">SIGNATURES</P>
</B></FONT><FONT SIZE=1><P ALIGN="JUSTIFY"></P>
</FONT><FONT SIZE=3><P ALIGN="JUSTIFY">Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form&nbsp;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
Milpitas, State of California, on this 29th day of June, 2001.</P>


<P>
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    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><font size="3"><B>
                          SIGMA DESIGNS, INC.</B>
</TD></TR></TABLE>


<P>
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  <TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD><font size="3">By:&nbsp;</TD>
    <TD align=left><font size="3">
/s/ Thinh Q. Tran
</TD></TR></TABLE>


<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><font size="3">
Thinh Q. Tran
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><font size="3"><I>
President and Chief Executive Officer
  </I></TD></TR></TABLE></P>

<B><FONT SIZE=3><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P ALIGN="JUSTIFY"></P>
<FONT SIZE=3><P ALIGN="JUSTIFY">KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below hereby constitutes and appoints Thinh
Q. Tran and Kit Tsui, and each of them, his or her true and lawful agent, proxy
and attorney-in-fact, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities,
to (i) act on, sign and file with the Securities and Exchange Commission any and
all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 together with all schedules and exhibits thereto, (ii) act
on, sign and file such certificates, instruments, agreements and other documents
as may be necessary or appropriate in connection therewith, and (iii) take any
and all actions that may be necessary or appropriate to be done, as fully for
all intents and purposes as he or she might or could do in person, hereby
approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of
his substitutes may lawfully do or cause to be done by virtue
thereof.</P>
</FONT><FONT SIZE=1><P ALIGN="JUSTIFY"></P>
</FONT><B><FONT SIZE=3><P ALIGN="JUSTIFY">In accordance with the requirements of
the Securities Act of 1933, this Registration Statement has been signed on this
29th day of June, 2001 by the following persons in the capacities indicated:</P>
</B>
<br>


<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=8 WIDTH=654>
<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER"><B>Signatures</B>
</U></FONT></TD>
<TD WIDTH="63%" VALIGN="TOP">
<U><FONT SIZE=3><P ALIGN="CENTER"><B>Title</B>
</U></FONT></TD>
</TR>

<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=3><P>/s/ Thinh Q. Tran<br>
</U>Thinh Q. Tran</FONT></TD>
<TD WIDTH="63%" VALIGN="TOP">
<FONT SIZE=3><P>Chairman of the Board of Directors, Chief Executive Officer
and&nbsp;President<br>
(<I>Principal Executive Officer</I>)</FONT></TD>
</TR>

<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=3><P>/s/ Kit Tsui<br>
</U>Kit Tsui</FONT></TD>
<TD WIDTH="63%" VALIGN="TOP">
<FONT SIZE=3><P>Chief&nbsp;Financial Officer and Secretary<br>
                   (<I>Principal Financial and Accounting
Officer)</I></FONT></TD>
</TR>

<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=3><P>/s/ William J. Almon<br>
</U>William J. Almon</FONT></TD>
<TD WIDTH="63%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
</TR>

<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=3><P>/s/ Julien Nguyen<br>
</U>Julien Nguyen</FONT></TD>
<TD WIDTH="63%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
</TR>

<TR><TD WIDTH="37%" VALIGN="TOP">
<U><FONT SIZE=3><P>/s/ William Wang<br>
</U>William Wang</FONT></TD>
<TD WIDTH="63%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
</TR>
</TABLE>

<br>
<br>
<HR align=center SIZE=2 width="85%">
<br>
<br>

<FONT SIZE=3><P ALIGN="JUSTIFY"></P>
<B><P ALIGN="CENTER">Index to Exhibits</P>
</B><P ALIGN="JUSTIFY"></P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=8 WIDTH=638>
<TR><TD WIDTH="16%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="CENTER">Exhibit<br>
<U>Number</B></U></FONT></TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<B><U><FONT SIZE=3><P>Description </B></U></FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=3><P>3.1</FONT></TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Certificate of Amendment to the Second Restated Articles of
Sigma Designs, Inc., dated as of June 22, 2001.</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=3><P>4.1</FONT></TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Sigma Designs, Inc. 2001 Employee Stock Option Plan.</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=3><P>4.2</FONT></TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Sigma Designs, Inc. 2001 Employee Stock Purchase
Plan.</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=3><P>5.1</FONT></TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Opinion of counsel as to legality of securities being
registered.</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=3><P>23.1</FONT></TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Consent of counsel (contained in Exhibit 5.1).</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=3><P>23.2</FONT></TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Independent Auditors' Consent.</FONT></TD>
</TR>
<TR><TD WIDTH="16%" VALIGN="BOTTOM">
<FONT SIZE=3><P>24.1</FONT></TD>
<TD WIDTH="84%" VALIGN="BOTTOM">
<FONT SIZE=3><P>Powers of Attorney (see page&nbsp;6).</FONT></TD>
</TR>
</TABLE>


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{"company-data": {"conformed-name": "SIGMA DESIGNS INC", "cik": "0000790715", "assigned-sic": "3577", "irs-number": "942848099", "state-of-incorporation": "CA", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64234", "film-number": "1672643"}, "business-address": {"street1": "355 FAIRVIEW WAY", "city": "MILPITAS", "state": "CA", "zip": "95035-3024", "phone": "4082629003"}, "mail-address": {"street1": "355 FAIRVIEW WAY", "city": "MILPITAS", "state": "CA", "zip": "95035-3024"}}
062901 S8 DOC
As filed with the Securities and Exchange Commission on June 29, 2001
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Sigma Designs, Inc.
(Exact name of registrant as specified in its charter)
California
94-2848099
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification Number)
355 Fairview Way
Milpitas, California    95035-3024
(Address of principal executive offices, including zip code)
2001 Employee Stock Option Plan
2001 Employee Stock Purchase Plan
(Full title of the Plans)
Thinh Q. Tran
Chief Executive Officer
Sigma Designs, Inc.
355 Fairview Way
Milpitas, CA 95035
(408) 262-9003
(Name, address, including zip code, and telephone number,
including area code,
of agent for service)
Copy to:
Mark A. Bertelsen, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be Registered(1)
Proposed Maximum
Offering
Price per Share(2)
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
Common Stock, no par value:
Issuable under the 2001 Employee Stock Option Plan (the "
Option
Plan
")
500,000
$ 2.23
$ 1,115,000
Issuable under the 2001 Employee Stock Purchase Plan (the
"
Purchase Plan
")
100,000
$ 2.23
$   223,000
Total
600,000
$ 2.23
$ 1,338,000
$ 335
(1)	This Registration Statement shall also cover
any additional shares of the Registrant's Common Stock that become issuable
under the Option Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration that increases the number of the Registrant's outstanding shares
of Common Stock.
(2)	Estimated solely for the purpose of computing the
registration fee required by Section 6(b) of the Securities Act pursuant to
Rules 457(h) and 457(c) under the Securities Act, based upon the average between
the high and low prices of the Common Stock as reported on the Nasdaq National
Market on June 26, 2001.
SIGMA DESIGNS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1.	Plan Information.
The documents containing the information specified in
this Item 1 will be sent or given to employees, officers, directors or
others as specified by Rule 428(b)(1).  In accordance with the rules and
regulations of the Securities and Exchange Commission (the
"
Commission
") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
Item 2.	Registration Information and Employee Plan
Annual Information.
The documents containing the information specified in
this Item 2 will be sent or given to employees, officers, directors or
others as specified by Rule 428(b)(1).  In accordance with the rules and
regulations of the Commission and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	Incorporation of Documents by Reference.
The following documents and information previously filed
with the Securities and Exchange Commission
(the "
Commission
") by Sigma Designs, Inc. (the
"
Registrant
") are hereby incorporated herein by reference:
The Registrant's Annual Report on Form 10-K for the
fiscal year ended January  31, 2001 filed with the Commission on May 4, 2001
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "
Exchange Act
");
The Registrant's Quarterly Report on Form 10-Q for the
quarter ended April 30, 2001 filed with the Commission on June 19, 2001 pursuant
to Section 13(a) of the Exchange Act;
The Registrant's Definitive Proxy Statement on Schedule
14A filed with the Commission on May 22, 2001 pursuant to Section 14(a) of the
Exchange Act; and
The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form 8-A filed with the
Commission on November 3, 1986, pursuant to Section 12(g) of the Exchange
Act, including any amendment or report filed for the purpose of updating such
description;
In addition, all documents subsequently filed with the
Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold under this Registration Statement, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.  Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such earlier statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4.	Description of Securities.
Not applicable.
Item 5.	Interests of Named Experts and Counsel.
Not applicable.
Item 6.	Indemnification of Officers and Directors.
Section 317 of the California General Corporations Law
(the "CGCL") authorizes a court to award, or a corporation's board of directors
to grant, indemnity to directors and officers who are parties or are threatened
to be made parties to any proceeding (with certain exceptions) by reason of the
fact that the person is or was an agent of the corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with the proceeding if that person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation.  Section 204 of the CGCL provides that a corporation's Articles of
Incorporation may contain a provision eliminating or limiting a director's
liability to the corporation for breach of fiduciary duty, provided this
elimination or limitation of liability does not apply to a director's liability
if (i) for acts or omissions that involve intentional misconduct or a knowing
and culpable violation of law, (ii) for acts or omissions that a director
believes to be contrary to the best interests of the corporation or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the corporation or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of a serious injury to the
corporation or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the corporation or its shareholders, (vi) under Section 310 of the CGCL
(concerning contracts or transactions between the corporation and a director) or
(vii) under Section 316 of the CGCL (directors' liability for improper
dividends, loans and guarantees). Section 317 does not extend to acts or
omissions of a director in his capacity as an officer. Further, Section 317 has
no effect on claims arising under federal or state securities laws and
does not affect the availability of injunctions and
other equitable remedies available to the Company's shareholders for any
violation of a director's fiduciary duty to the Company or its shareholders.
In accordance with Sections 204 and 317, the Second Restated
Articles of Incorporation, as amended (the "Articles"), of the Company limit the
liability of a director to the Company or its shareholders for monetary damages
to the fullest extent permissible under California law. The Articles further
authorize the Company to provide indemnification to its agents (including
officers and directors), subject to the limitations set forth above. The
Articles and the Company's By-Laws further provide for indemnification of
corporate agents to the maximum extent permitted by the CGCL.
Pursuant to the authority provided in the Articles, the
Company has entered into indemnification agreements with each of its executive
officers and directors, indemnifying them against certain potential liabilities
that may arise as a result of their service to the Company, and providing for
certain other protection.
The Company also maintains insurance policies which insure
its officers and directors against certain liabilities.
The foregoing summaries are necessarily subject to the
complete text of the statute, the Articles, the By-Laws and the agreements
referred to above and are qualified in their entirety by reference thereto.
Item 7.	Exemption from Registration Claimed.
Not applicable.
Item 8.	Exhibits.
Exhibit
Number
Description
3.1
Certificate of Amendment to the Second Restated Articles of
Sigma Designs, Inc., dated as of June 22, 2001.
4.1
Sigma Designs, Inc. 2001 Employee Stock Option Plan.
4.2
Sigma Designs, Inc. 2001 Employee Stock Purchase
Plan.
5.1
Opinion of counsel as to legality of securities being
registered.
23.1
Consent of counsel (contained in Exhibit 5.1).
23.2
Independent Auditors' Consent.
24.1
Powers of Attorney (see page 6).
Item 9.	Undertakings.
(a)  The undersigned Registrant hereby undertakes:
(1)  To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement to
include any prospectus required by section 10(a)(3) of the Securities Act of
1933; to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment 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)  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.
(b)  The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934, as amended) 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.
(c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 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 of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, 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
Milpitas, State of California, on this 29th day of June, 2001.
SIGMA DESIGNS, INC.
By:
/s/ Thinh Q. Tran
Thinh Q. Tran
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below hereby constitutes and appoints Thinh
Q. Tran and Kit Tsui, and each of them, his or her true and lawful agent, proxy
and attorney-in-fact, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities,
to (i) act on, sign and file with the Securities and Exchange Commission any and
all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 together with all schedules and exhibits thereto, (ii) act
on, sign and file such certificates, instruments, agreements and other documents
as may be necessary or appropriate in connection therewith, and (iii) take any
and all actions that may be necessary or appropriate to be done, as fully for
all intents and purposes as he or she might or could do in person, hereby
approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of
his substitutes may lawfully do or cause to be done by virtue
thereof.
In accordance with the requirements of
the Securities Act of 1933, this Registration Statement has been signed on this
29th day of June, 2001 by the following persons in the capacities indicated:
Signatures
Title
/s/ Thinh Q. Tran
Thinh Q. Tran
Chairman of the Board of Directors, Chief Executive Officer
and President
(
Principal Executive Officer
)
/s/ Kit Tsui
Kit Tsui
Chief Financial Officer and Secretary
(
Principal Financial and Accounting
Officer)
/s/ William J. Almon
William J. Almon
Director
/s/ Julien Nguyen
Julien Nguyen
Director
/s/ William Wang
William Wang
Director
Index to Exhibits
Exhibit
Number
Description
3.1
Certificate of Amendment to the Second Restated Articles of
Sigma Designs, Inc., dated as of June 22, 2001.
4.1
Sigma Designs, Inc. 2001 Employee Stock Option Plan.
4.2
Sigma Designs, Inc. 2001 Employee Stock Purchase
Plan.
5.1
Opinion of counsel as to legality of securities being
registered.
23.1
Consent of counsel (contained in Exhibit 5.1).
23.2
Independent Auditors' Consent.
24.1
Powers of Attorney (see page 6).