Form 425 filed by Genesis Microchip, Inc.

 

Filed by Genesis Microchip Inc. pursuant to Rule 425

under the Securities Act of 1933 and

deemed filed pursuant to Rule 14a-12 under

the Securities Exchange Act of 1934

 

Subject Company: Genesis Microchip Inc.

Commission File No.: 000-33477

 

Filing Date: June 5, 2003

 

The following is a series of slides that were presented by Allen Alley, Chairman and Chief Executive Officer of Pixelworks, Inc. and James Donegan, Chairman and Chief Executive Officer of Genesis Microchip Inc. to attendees of the Salomon Smith Barney Fourth Annual Semiconductor Conference on June 5, 2003:

 

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Jim Donegan
Chairman/CEO
Genesis Microchip

    
Allen Alley
Chairman/CEO
Pixelworks

 


Safe Harbor

This discussion will contain forward-looking statements within the meaning of the federal securities laws, including statements about the growth of the display market and our financial performance. The forward-looking statements are subject to risks and uncertainties that could cause the results to differ from those projected.

          The risks and uncertainties include the actual growth of the display market, the acceptance of our products in that market, our ability to introduce new products on a timely basis, changes in product mix, our ability to integrate acquired technologies, and general economic conditions. Other risk factors are listed in our SEC reports, including but not limited to the Form S-4 registration statement filed by Pixelworks on April 18, 2003, and the most recent annual reports on Form 10-K and quarterly reports on Form 10-Q filed by each of Genesis and Pixelworks.

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      Genesis Microchip Inc. (Nasdaq: GNSS)
       Pixelworks, Inc. (Nasdaq:PXLW)
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Three Powerful Product Waves

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5.5 Billion Presentations

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Projector Forecast  
   
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Source: Pacific Media Associates July 2002
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Projector Forecast  
   
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Source: Pacific Media Associates July 2002
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Projectors Crack the $1,000 Barrier

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Used with permission of InFocus Corporation

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Projectors Crack the $1,000 Barrier

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Used with permission of Epson America

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Projector Forecast  
   
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Source: Pacific Media Associates July 2002
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Projector Customers

l  INFOCOMM 2002 All of the top 14 brands introduced products Powered by Pixelworks
l The most revolutionary products are Powered by Pixelworks

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One Billion Monitors

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Monitor History

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           Source: Genesis
Microchip/DisplaySearch 2003

 


Monitor History

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        Source: Genesis
Microchip/DisplaySearch 2003

 

 


Genesis Monitor Success

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        Source: Genesis
Microchip/DisplaySearch 2003

 


Genesis Monitor Success

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        Source: Genesis
Microchip/DisplaySearch 2003

 

 


One Billion TVs

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What is your next TV?

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               x TV

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This is your next TV

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                  next TV

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LCD Television Forecast    
     
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Source: DisplaySearch, Stanford Resources 2002

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20” LCD TVs Crack the $1,000 Barrier

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LCD Television Forecast

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Source: DisplaySearch, Stanford Resources 2002
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Digital Television Forecast

 
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Source: DisplaySearch, Stanford Resources 2002
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Rear Projection Television Forecast

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Source: DisplaySearch, Stanford Resources 2002
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Plasma Television Forecast

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Source: DisplaySearch, Stanford Resources 2002
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Advanced Television Forecast

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Source: DisplaySearch, Stanford Resources 2002         
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Pixelworks Advanced Video Processing

noise reduction

color space conversion

motion adaptive processing

ghost removal

line doubling

edge enhancement

and more…

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Flat Panel Displays Achieve Faster Growth

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The Merger of Genesis and Pixelworks

March, 2003


Announcement  
     
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Company Strengths

Best of Class Monitor Technology Best of Class Projection Technology
Mixed Signal Integration

Feature Innovation

Operational Strength, >40Mu shipped Smart Integration Technology
140+ Patents Issued System Engineering Expertise
Award Winning Faroudja Video Advanced Video Processing, HDTV
Brand Recognition Broad Applications Experience

 

 

 

 

 
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Strategy: Why are we doing this?

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Strategy: Why are we doing this?

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Your Partner for advanced display ICs

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The New Organization

Chairman of the Board
James Donegan

7 Directors

Allen Alley
President and CEO


Hans Olsen
Executive Vice President
Chief Operating Officer
Anders Frisk
Executive Vice President
Products and Marketing
Jeff Bouchard
Executive Vice President
Chief Financial Officer
Eric Erdman
Executive Vice President
Corporate Development

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The New Company: Strategy

  Leadership in LCD monitor controllers  
       
  Leadership in projector ICs  
       
  CRT TV product initiative  
       
  Drive flat panel TV adoption  
       
  Total Customer Satisfaction  
       

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The New Company

  More Technology
        Faroudja Video, nDSP, Mixed Signal, …
        More advancement and innovation in video technology
         
  More Products
        Monitors, Projectors, CRT TVs, LCD TVs
         
  More Technical Support
        Korea, Taiwan, Japan, China, North America, Europe, India
         
  Lower Costs
        Manufacturing Volume, > 10Mu per quarter
        More competitive pricing
         
  Financial Strength
        $200M+ Cash, $300M+ Revenue
         

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Additional Information and Where to Find It

 

In connection with the proposed Pixelworks/Genesis merger, Pixelworks and Genesis filed a joint proxy statement/prospectus on Form S-4 on April 18, 2003 with the Securities and Exchange Commission (the “SEC”) in connection with the transaction described herein. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT /PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE TRANSACTION DESCRIBED HEREIN. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by Pixelworks and Genesis with the SEC at the SEC’s web site at www.sec.gov or by contacting Pixelworks at 503-454-1750 and through Pixelworks’ website at www.pixelworks.com, or by contacting Genesis at 408-262-6599 and through Genesis’s website at www.genesismicrochip.com.

 

Pixelworks and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Pixelworks and Genesis in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein is included in the joint proxy statement/prospectus described above. Additional information regarding these directors and executive officers is also included in Pixelworks’ proxy statement for its 2002 Annual Meeting of Stockholders, which was filed with the SEC on or about April 9, 2002. This document is available free of charge by contacting the SEC or Pixelworks as indicated above.

 

Genesis and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of Pixelworks and Genesis in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein is included in the joint proxy statement/prospectus described above. Additional information regarding these directors and executive officers is also included in Genesis’s proxy statement for its 2002 Annual Meeting of Stockholders, which was filed with the SEC on or about August 15, 2002. This document is available free of charge by contacting the SEC or Genesis as indicated above.

 

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