Common stock offered by us:

8,000,000 shares.

Over-allotment option:

The selling stockholders, which include our chief executive officer and certain other members of our management, have granted the underwriters an option for a period of 30 days to purchase up to 1,200,000 additional shares of common stock.

Common stock to be outstanding after this offering:

67,614,775 shares.

Initial public offering price per share:

Expected to be between $6.00 and $8.00 per share. This represents a price per share below the price range of $9.00 to $11.00 indicated in the Preliminary Prospectus.

Net proceeds to us:

Approximately $48.8 million, based upon an assumed initial public offering price of $7.00 per share, the mid-point of the price range set forth above, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of stock by the selling stockholders.

A $1.00 increase (decrease) in the assumed initial public offering price of $7.00 per share, the mid-point of the price range set forth above, would increase (decrease) the net proceeds to us from this offering by approximately $7.4 million, assuming that the number of shares offered by us, as set forth above, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Use of proceeds:

The net proceeds that we will receive from this offering will be less than the estimated net proceeds set forth under the caption “Use of Proceeds” in the Preliminary Prospectus.

As adjusted balance sheet data:

Based on an initial public offering price of $7.00 per share, the mid-point of the price range set forth above, as of September 30, 2007, on an as adjusted basis: cash and cash equivalents would have been approximately $50.9 million, working capital would have been approximately $70.5 million, total assets would have been approximately $217.0 million, and total stockholders’ equity would have been approximately $194.0 million.

As adjusted capitalization:

Based on an initial public offering price of $7.00 per share, the mid-point of the price range set forth above, as of September 30, 2007, on an as adjusted basis: additional paid-in capital would have been approximately $286.3 million, accumulated deficit would have been approximately $92.4 million, total stockholders’ equity would have been approximately $194.0 million and total capitalization would have been approximately $194.5 million.

Dilution:

After giving effect to the sale of common stock offered in this offering at an initial public offering price of $7.00 per share, the mid-point of the price range set forth above, and after deducting the underwriting discounts

Severance and change of control benefits:

The following table sets forth the value of the accelerated vesting provisions provided by the severance arrangements described in the Preliminary Prospectus with respect to each named executive officer in the event of a termination described in the Preliminary Prospectus.

Outstanding equity awards at December 31, 2006:

The following table sets forth, as of December 31, 2006, the market value of shares or units of stock that had not vested for stock awards granted to certain of our named executive officers.

Option exercises and stock vested:

The following table sets forth information regarding the value realized pursuant to the exercise of stock options and the vesting of stock during the year ended December 31, 2006 by certain of our named executive officers.

Principal and selling stockholders:

The following table sets forth certain information with respect to the beneficial ownership of common stock as of November 30, 2007 by each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock, each of our directors, each of our named executive officers, all of our directors and executive officers as a group, and each selling stockholder. The percentage ownership information shown in the table is based upon 67,920,756 shares of common stock outstanding as of November 30, 2007, which assumes (i) the conversion of all outstanding shares of preferred stock into common stock, (ii) the issuance of 8,000,000 shares of common stock in this offering and (iii) the surrender of all stock certificates formerly representing RF Magic’s capital stock in exchange for shares of our capital stock. The percentage ownership information assumes no exercise of the underwriters’ over-allotment option.

Name and Address of Beneficial Owner

5% or Greater Stockholders

CMEA Ventures Information Technology II, L.P. and its affiliates(1)

One Embarcadero Center, Suite 3250

San Francisco, CA 94111

Redpoint Ventures II, L.P. and its affiliates(2).

3000 Sand Hill Road Building 2, Suite 290

Menlo Park, CA 94025

Focus Ventures II and its affiliates(3)

525 University Avenue, Suite 1400

Palo Alto, CA 94301

Granite Ventures, L.P. and its affiliates(4)

One Bush Street, 13^th Floor

San Francisco, CA 94104

Mission Ventures II, LP and its affiliates(5)

11512 El Camino Real, Suite 215

San Diego, CA 92130

Directors and Named Executive Officers

Patrick Henry(6)

Kurt Noyes(7)

Michael Economy(8)

Andre Chartrand(9)

Anton Monk(10)

Thomas Baruch(11)

Amir Mashkoori(12)

Kenneth Merchant(13)

Umesh Padval(14)

John Walecka(15)

Rouzbeh Yassini(16)

All executive officers and directors as a group (14 persons)(17)

Selling Stockholders(18)

Horizon Technology Funding Company LLC(19)

76 Batterson Park Road

Farmington, CT 06032

SVB Financial Group(20)

3003 Tasman Dr. (HF228)

Santa Clara, CA 95054

Keith Bargroff(21)

Andre Chartrand(9)(22)

Michael Economy(8)(23)

Mark Foley(24)

Bert Fransis(25)

Itzhak Gurantz(26)

Dale Hancock(27)

Patrick C. Henry and Wendy A. Henry Family Trust(28)

Ronald Lee(29)

David Lyle(30)

Jonathan Masel(31)

Anton Monk(10)(32)

Kurt Noyes(7)(33)

Timothy Pappas(34)

Includes shares held by Mission Ventures Affiliates II, L.P. The voting and disposition of these shares is determined by Mission Ventures Management II, LLC, the general partner of Mission Ventures II, L.P. and Mission Ventures Affiliates II, L.P. Robert F. Kibble and David J. Ryan and Edward Alexander and Leo S. Spiegel, a former member of our board of directors, are managing members and general members, respectively, of Mission Ventures Management II, LLC and share voting and investment power with respect to the shares held by Mission Ventures II, L.P. and Mission Ventures Affiliates II, L.P. Each of Messrs.

Kibble, Ryan, Alexander and Spiegel disclaim beneficial ownership of the shares held by Mission Ventures II, L.P. and Mission Ventures Affiliates II, L.P., except to the extent of their pecuniary interest therein.

Paulette Mehas and Michael Kruse are the treasurer and portfolio manager, respectively, of SVB Financial Group and have shared voting and investment control over the shares beneficially owned by SVB Financial Group. The shares to be sold in this offering consist of shares issuable upon exercise of warrants which would be exercised prior to the sale of the underlying shares. Of the warrants which would be exercised, one warrant to purchase up to 101,225 shares of our Series D-2 preferred stock at an exercise price of $0.7409 per share was originally issued in consideration for and in connection with Silicon Valley Bank, a wholly-owned subsidiary of SVB Financial Group, entering into a loan and security agreement with RF Magic in December 2001, one warrant to purchase up to 165,000 shares of our Series A preferred stock at an exercise price of $1.2032 per share was originally issued in consideration for and in connection with Silicon Valley Bank’s entry into a loan and security agreement with us in March 2002, one warrant to purchase up to 83,512 shares of our Series D-3 preferred stock at an exercise price of $1.3172 per share was originally

issued in consideration for and in connection with Silicon Valley Bank’s entry into a loan and security agreement with RF Magic in October 2006, and one warrant to purchase up to 174,628 shares of our Series C preferred stock at an exercise price of $0.8017 per share was originally issued in consideration for and in connection with Silicon Valley Bank’s entry into a loan and security agreement with us in April 2007. SVB Financial Group is the parent company of SVB Securities, a registered broker-dealer. SVB Financial Group has represented that the warrants held by it were acquired in the ordinary course of business and that at the time of the acquisition it did not have any agreements or understandings, directly or indirectly, with any person to distribute the warrants or the underlying shares.