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Technology Stocks : C-Cube -- Ignore unavailable to you. Want to Upgrade?

To: DiViT who wrote (48394)	1/20/2000 7:55:00 PM
From: Peter V	Respond to of 50808

Somebody asked that on Yahoo as well. I don't know. I know CUBE has to pay taxes, but mostly it doesn't affect me, since most of my shares are in my retirement account. Does anybody know whether the shareholders have to pay taxes on the spin?

To: DiViT who wrote (48394)	1/20/2000 9:17:00 PM
From: John Rieman	Read Replies (3) \| Respond to of 50808

The spin of C-Cube SEMICONDUCTOR INC., should not be a taxable distribution to shareholders................... INFORMATION STATEMENT relating to the spin-off of C-CUBE SEMICONDUCTOR INC. from C-Cube Microsystems Inc. We are sending you this information statement to describe the distribution of shares of common stock of C-Cube Semiconductor Inc. or Semiconductor to the stockholders of C-Cube Microsystems Inc. In this distribution, you will receive share of Semiconductor common stock for each share of C-Cube Microsystems common stock owned by you at the close of business on [ , 2000]. Your shares of Semiconductor common stock will be mailed to you on or about [ , 2000]. All references in this Information Statement to Semiconductor refer to C-Cube Microsystems' semiconductor business before the distribution and to C-Cube Semiconductor Inc., a Delaware corporation, after the distribution. Although the completion of the distribution is not contingent on the receipt of an opinion regarding the distribution from any tax advisors, we have been advised by Ernst & Young that in their opinion, the distribution will qualify as a tax-free distribution to our stockholders, although C-Cube Microsystems itself will recognize substantial gain in connection with the distribution. This opinion is based on certain representations by Semiconductor and is subject to certain limitations and qualifications, however, and you are urged to read the information set forth under the caption "Material Federal Income Tax Considerations" herein and consult your tax advisor with respect to the tax consequences of the distribution to you. No C-Cube Microsystems stockholder action is necessary to make the distribution. You do not need to surrender shares of C-Cube Microsystems common stock to receive Semiconductor common stock in the distribution. The number of shares of C-Cube Microsystems common stock you own will not change as a result of the distribution. Semiconductor has applied to have the Semiconductor common stock included for quotation on the Nasdaq National Market under the symbol [" "]. Semiconductor was formed in conjunction with C-Cube Microsystems' merger with Harmonic, Inc. It is a condition to the consummation of the merger between Harmonic and C-Cube Microsystems that C-Cube Microsystems either spin-off or sell its semiconductor business, and C-Cube Microsystems intends to distribute shares of Semiconductor stock to you contingent on the satisfaction of all conditions to the merger between Harmonic and C-Cube Microsystems. The purpose of the distribution is to separate the semiconductor business from C-Cube Microsystems' DiviCom systems products business to (i) enable Harmonic to merge with the DiviCom systems products business, (ii) allow the semiconductor business to focus on its core strengths in the design, development, manufacturing and sale of Semiconductor's semiconductor, software and systems for digital video applications, and (iii) permit customers, stockholders and other constituencies to better evaluate the respective businesses. C-Cube Microsystems and Semiconductor have entered into a series of agreements relating to the distribution and the relationship of Semiconductor and C-Cube Microsystems thereafter. These agreements are attached as exhibits to this information statement. This document provides you with detailed information about Semiconductor and the distribution. We are enthusiastic about this opportunity for Semiconductor to better concentrate on its core semiconductor business and dedicate its resources to the growth of its business. We encourage you to read this document carefully to learn more about Semiconductor, the distribution and Semiconductor's future plans. Sincerely, -------------------------------------- Alexandre Balkanski President and Chief Executive Officer C-Cube Microsystems Inc. , 2000 read the document............................................ freeedgar.com