-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I8VlhwWGG5O1DPJW+8YBPyhMR1rQozl3nVAfIzsUseiP8k5kqq9aJpIxpDZ8Wqvs xxNqFaiPXuyWsp0H0bgaqw== 0000910680-02-000311.txt : 20020415 0000910680-02-000311.hdr.sgml : 20020415 ACCESSION NUMBER: 0000910680-02-000311 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020312 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DSP GROUP INC /DE/ CENTRAL INDEX KEY: 0000915778 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 942683643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47700 FILM NUMBER: 02573120 BUSINESS ADDRESS: STREET 1: 3120 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089864300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAGNUM TECHNOLOGY FUND LTD CENTRAL INDEX KEY: 0001070374 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 472 ST PETERS HOUSE LE BORDAGE STREET 2: ST PETER PORT BUERNSEY CHANNEL ISLANDS MAIL ADDRESS: STREET 1: PO BOX 472 ST PETERS HOUSE LE BORDAGE STREET 2: ST PETER PORT GUERNSEY CHANNEL ISLAND STATE: D8 SC 13D/A 1 sc13damagnumtech031202.txt SCHED 13D (AMEND. 11 03/12/02) ----------------------------- OMB APPROVAL ----------------------------- OMB Number 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response ..... 14.9 ----------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment Number 11 to SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 DSP Group, Inc. ------------------------------------- (Name of Issuer) Common Stock, par value $.025 per share --------------------------------------- (Title of Class of Securities) 233328-10-6 ----------- (CUSIP Number) Magnum Technology Limited Henry I. Rothman, Esq. c/o Rothschild Corporate Fiduciary Jenkens & Gilchrist Parker Chapin LLP Services, Ltd. The Chrysler Building P.O. Box 472 405 Lexington Avenue St. Peter's House New York, New York 10174 Le Bordage 212-704-6000 St. Peter Port, Guernsey Channel Islands GY1 6AX Attention: Mr. Nicholas Moss (Persons Authorized to Receive Notices and Communications) March 8, 2002 ------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ] CUSIP No. 233328-10-6 13D Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Magnum Technology Limited - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds: WC - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization BRITISH VIRGIN ISLANDS - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power 464,500 Shares Bene- ------------------------------------------------------ ficially Owned 8. Shared Voting Power 804,000 (held of record by By Each Magnum Telecom Limited, Reporting a wholly-owned subsidiary) Person With ------------------------------------------------------ 9. Sole Dispositive Power 464,500 ------------------------------------------------------ 10. Shared Dispositive Power 804,000 (held of record by Magnum Telecom Limited) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,268,500 (804,000 of which is beneficially owned indirectly) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 4.7% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IV - -------------------------------------------------------------------------------- CUSIP No. 233328-10-6 13D Page 3 of 6 Pages - -------------------------------------------------------------------------------- Schedule 13D ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock of DSP Group, Inc. ("DSP"). DSP's executive offices are located at 3120 Scott Boulevard, Santa Clara, California 95054. ITEM 2. IDENTITY AND BACKGROUND This statement is filed by Magnum Technology Limited ("Magnum" or the "Reporting Person"), a British Virgin Islands Corporation. Magnum is principally engaged in making investments. The address of the principal business office of Magnum is St. Peter's House, Le Bordage, St. Peter Port, Guernsey, Channel Islands. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) During the last five years, neither the Reporting Person nor any executive officer or director of the Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Reporting Person nor any executive officer or director of the Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or findings of any violation with respect to such laws. (f) Not applicable. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not applicable. ITEM 4. PURPOSE OF TRANSACTION The purpose of the previous acquisitions by the Reporting Person was to purchase the shares of Common Stock of DSP for investment purposes. The Reporting Person reviews from time to time the performance of its investments and, therefore, may, from time to time, acquire securities of DSP not to exceed 35% of the outstanding Common Stock of DSP or dispose of securities of DSP. CUSIP No. 233328-10-6 13D Page 4 of 6 Pages - -------------------------------------------------------------------------------- The Reporting Person does not have any other plans or proposals which would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of DSP or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of DSP or any of its subsidiaries; (iii) any change in the present board of directors or management of DSP, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of DSP; (v) any other material change in DSP's business or corporate structure, (vi) any changes in DSP's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of DSP by any person; (vii) causing a class of securities of DSP to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) causing a class of equity securities of DSP to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Number of Percent of Name Shares Class ---- ----------- ---------- Magnum Technology Limited 1,268,500 (including 4.7% 804,000 shares of Common Stock held of record by Magnum Telecom Limited) During the past 60 days the Reporting Person has effected the following transaction: The Reporting Person disposed of 7,500 shares of Common Stock of DSP on February 13, 2002 on the open market at a sale price of $22.58 per share of Common Stock. The Reporting Person disposed of 2,000 shares of Common Stock of DSP on February 14, 2002 on the open market at a sale price of $22.50 per share of Common Stock. The Reporting Person disposed of 100,000 shares of Common Stock of DSP on March 5, 2002 on the open market at a sale price of $22.20 per share of Common Stock. The Reporting Person disposed of 12,700 shares of Common Stock of DSP on March 6, 2002 on the open market at a sale price of $22.25 per share of Common Stock. The Reporting Person disposed of 57,000 shares of Common Stock of DSP on March 7, 2002 on the open market at a sale price of $22.49 per share of Common Stock. The Reporting Person disposed of 145,031 shares of Common Stock of DSP on March 8, 2002 on the open market at a sale price of $22.79 per share of Common Stock. CUSIP No. 233328-10-6 13D Page 5 of 6 Pages - -------------------------------------------------------------------------------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On October 31, 2000, Magnum Telecom Limited ("Magnum Telecom") entered into a Sponsor Pledge and Security Agreement (the "SPA") with certain other sponsors in favor of The Chase Manhattan Bank (the "Bank"), acting as collateral agent. Pursuant to the SPA, Magnum Telecom has granted to the Bank a securing interest and continuing lien on all of Magnum Telecom's right, title and interest in and to 555,000 shares of Common Stock of DSP securing Magnum Telecom's obligations to provide certain capital contributions pursuant to a certain Capital Contribution Agreement as shareholder of Global Village Telecom LTDA. To the knowledge of the Reporting Person on the date hereof, except to the extent set forth herein or in the Exhibit herewith, the Reporting Person does not have any other contracts, arrangements, understandings or relationship (legal or otherwise) with any person with respect to securities issued by DSP, including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, divisions or profits or loss or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. CUSIP No. 233328-10-6 13D Page 6 of 6 Pages - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct. Dated: March 12, 2002 MAGNUM TECHNOLOGY LIMITED FIRST BOARD LIMITED (Director of Reporting Person) By: /s/ Vince Aylward ------------------------------- Name: Vince Aylward Title: Authorized Signatory of First Board Limited, Director By: /s/ Peter Roberts ------------------------------- Name: Peter Roberts Title: Authorized Signatory of First Board Limited, Director -----END PRIVACY-ENHANCED MESSAGE-----