-----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, WVJoo0bOG+/hwp+e1dwBiCyCSwvokaeZzQ13NVOfLuGPyWaaUsJQoB7PI50Rlh8V EWCKrWnR91vDNVZdMiEd+g== 0000912057-00-019598.txt : 20000426 0000912057-00-019598.hdr.sgml : 20000426 ACCESSION NUMBER: 0000912057-00-019598 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000425 EFFECTIVENESS DATE: 20000425 FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-35568 FILM NUMBER: 608412 BUSINESS ADDRESS: STREET 1: 3120 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089864300 S-8 1 S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2000. REGISTRATION NO. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DSP GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 94-2683643 (State or Other Jurisdiction (I.R.S. Employer Identification No.) of Incorporation or Organization) 3120 SCOTT BOULEVARD, SANTA CLARA, CA 95054 Address of Principal Executive Offices) (Zip Code) -------------------------------------- DSP GROUP, INC. 1998 NON-OFFICER EMPLOYEE STOCK OPTION PLAN (Full Title of the Plan) Eliyahu Ayalon CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER DSP GROUP, INC. 3120 SCOTT BOULEVARD SANTA CLARA, CA 95054 (Name and Address of Agent For Service) 408/986-4300 (Telephone Number, Including Area Code, of Agent For Service) With a copy to: Bruce Alan Mann, Esq. Morrison & Foerster LLP 425 Market Street San Francisco, CA 94105 Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------ Proposed Proposed Maximum Maximum Title of Securities Number of shares Offering Price Per Aggregate Amount of to be Registered to be Registered Share Offering Price Registration Fee - ------------------------------------------------------------------------------------------------ Common Stock 1,200,000 $55.8125* $66,975,000 $17,681.40 - ------------------------------------------------------------------------------------------------
* Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933 on the basis of the average of the high and low price per share of DSP Group, Inc.'s Common Stock on the Nasdaq National Market on April 21, 2000. Part I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such document need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE DSP Group, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"). (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed with the SEC on March 30, 2000, which includes audited financials for the Registrant's latest fiscal year. (b) The Registrant's Proxy Statement on Schedule 14A filed with the SEC on April 17, 2000. (c) The Registrant's Registration Statement No. 001-13065 on Form 8-A filed with the SEC on June 6, 1997, in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained 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 subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such 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. II-1 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant's Restated Certificate of Incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for (i) any breach of their duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unlawful payments of dividends or unlawful stock repurchases or redemption, or (iv) any transaction from which the director derived an improper personal benefit. The Registrant's Bylaws provide that the Registrant shall indemnify its directors and executive officers and may indemnify its other officers and employees and other agents to the fullest extent permitted by law. The Registrant believes that indemnification under its Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Registrant's Bylaws also permit it to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether the Bylaws would permit indemnification. The Registrant has entered into agreements to indemnify its directors and executive officers, in addition to indemnification provided for in the Registrant's Bylaws. These agreements, among other things, indemnify the Registrant's directors and executive officers for certain expenses (including attorneys' fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Registrant, arising out of such person's services as a director or executive officer of the Registrant, any subsidiary of the Registrant or any other company or enterprise to which the person provides services at the request of the Registrant. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS
Exhibit No. Description - ------------ ----------- 5.1 Opinion of Morrison & Foerster LLP as to the legality of the securities being registered. 23.1 Consent of Kost, Forer & Gabbay, a member of Ernst & Young International, independent auditors. II-2 23.2 Consent of Morrison & Foerster LLP (contained in the opinion of counsel filed as Exhibit 5.1 to this Registration Statement). 24.1 Power of Attorney (set forth on the signature page of this Registration Statement). 99.1 DSP Group, Inc. 1998 Non-Officer Employee Stock Option Plan (filed as Exhibit 10.23 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1998, and incorporated herein by reference).
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 (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"), (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement, provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that, for the purpose of determining any liability under the 1933 Act, 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; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold upon the termination of the Registrant's 1998 Non-Officer Employee Stock Option Plan. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this 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 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnity provisions summarized in Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 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 II-3 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 1933 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Santa Clara, State of California, on April 17, 2000. DSP GROUP, INC. By: /s/ ELIYAHU AYALON ------------------------- Eliyahu Ayalon Chairman of the Board and Chief Executive Officer II-4 POWER OF ATTORNEY AND ADDITIONAL SIGNATURES Each person whose signature appears below constitutes and appoints Eliyahu Ayalon and Moshe Zelnik, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes, may lawfully do or cause to be done by virtue thereof. Further, pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- /s/ ELIYAHU AYALON - --------------------- Chairman of the Board and Chief Executive April 17, 2000 Eliyahu Ayalon Officer (Principal Executive Officer) /s/ MOSHE ZELNIK - --------------------- Vice President of Finance, Chief Financial April 17, 2000 Moshe Zelnik Officer and Secretary (Principal Financial Officer and Principal Accounting Officer) /s/ ZVI LIMON - --------------------- Director April 17, 2000 Zvi Limon /s/ YAIR SHAMIR - --------------------- Director April 17, 2000 Yair Shamir /s/ SAUL SHANI - --------------------- Director April 17, 2000 Saul Shani /s/ LOUIS SILVER - --------------------- Director April 17, 2000 Louis Silver /s/ PATRICK TANGUY - --------------------- Director April 17, 2000 Patrick Tanguy
II-5 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 April 24, 2000 DSP Group, Inc. 3120 Scott Boulevard Santa Clara, California 95054 Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 to be filed by DSP Group, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of 1,200,000 shares of the Company's common stock, $0.001 par value per share (the "Common Stock"). As counsel to the Company, we have examined the proceedings taken by the Company in connection with the reservation of the 1,200,000 shares of the Common Stock to be issued pursuant to the Company's 1998 Non-Officer Employee Stock Option Plan. It is our opinion that the 1,200,000 shares of Common Stock which may be issued and sold by the Company, when issued and sold in the manner referred to in the Registration Statement, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any further amendments thereto. Very truly yours, /s/ MORRISON & FOERSTER LLP EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF KOST, FORER & GABBAY, A MEMBER OF ERNST & YOUNG INTERNATIONAL, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1998 Non-Officer Employee Stock Plan of DSP Group, Inc. of our report dated January 23, 2000 (except for Note 9, as to which the date is March 1, 2000), with respect to the consolidated financial statements of DSP Group, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1999 and the related financial statement schedules included therein, filed with the Securities and Exchange Commission. KOST FORER & GABBAY, a member of Ernst & Young International Tel Aviv, Israel April 18, 2000 -----END PRIVACY-ENHANCED MESSAGE-----