-----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, Oet4WXOFgVN8W0c1cLZrxId+B6Z1HmrLLDgI634qTKIqKooam/pV3tAaJd8QfZ2W q2MS52shX6CP902mvelZaQ== 0001047469-98-025520.txt : 19980629 0001047469-98-025520.hdr.sgml : 19980629 ACCESSION NUMBER: 0001047469-98-025520 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980622 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980626 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DSP GROUP INC /DE/ CENTRAL INDEX KEY: 0000915778 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942683643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-23006 FILM NUMBER: 98655049 BUSINESS ADDRESS: STREET 1: 3120 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089864300 8-K 1 8-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1998 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 22, 1998 DSP GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 0-23006 94-2683643 (Commission File Number) (I.R.S. Employer Identification No.) 3120 SCOTT BOULEVARD, SANTA CLARA, CA 95054 (Address of Principal Executive Offices) (Zip Code) 408/986-4300 (Registrant's Telephone Number, Including Area Code) With a copy to: Bruce Alan Mann, Esq. Morrison & Foerster LLP 425 Market Street San Francisco, CA 94105 - -------------------------------------------------------------------------------- Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. On June 11, 1998, the Board of Directors of DSP Group, Inc. (the "Company") approved a resolution to replace Almagor & Co. ("Almagor") and appoint Kost Levary & Forer ("Kost"), a member of Ernst & Young International, as independent auditors of DSP Semiconductors, Ltd. ("DSP Semi"), a wholly-owned subsidiary of the Company for the fiscal year ending December 31, 1998, effective as of July 1, 1998. The Board of Directors believed it to be in the best interests of the Company to facilitate the audit of its consolidated companies, due to the recent restructuring in the Company's sales and operations activities, by appointing an accounting firm for DSP Semi that is a member firm of Ernst & Young International. On June 22, 1998, the Company's management notified Almagor of its replacement. On June 22, 1998, the Company engaged Kost as the independent auditors for DSP Semi. In connection with the audit of DSP Semi's financial statements for the fiscal year ended December 31, 1997, there were no disagreements with Almagor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Almagor, would have caused them to make reference to the subject matter of the disagreements in their report. Almagor's report on DSP Semi's financial statements for the fiscal year ended December 31, 1997 does not contain an adverse opinion or disclaimer of opinion nor were the reports qualified or modified as to uncertainty, audit scope or accounting principles. A letter from Almagor addressed to the Securities and Exchange Commission stating that Almagor agrees with the Company's response to this Item is filed as an Exhibit hereto. Item 7. EXHIBITS Exhibit No. Description - ----------- ----------- 16.1 Letter from Almagor & Co. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DSP GROUP, INC. Date: June 23, 1998 By: /s/ ELIYAHU AYALON ------------------ Eliyahu Ayalon President, Chief Executive Officer and Director 3 EX-16.1 2 EXHIBIT 16.1 EXHIBIT 16.1 [ALMAGOR & CO. LETTERHEAD] June 23, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: DSP Group, Inc. --------------- Ladies and Gentlemen: We have read Item 4 included in the Form 8-K dated June 22, 1998 of DSP Group, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein, as they relate to DSP Semiconductors Ltd. Very truly yours, /s/ ALMAGOR & CO. Almagor & Co. Certified Public Accountants (Israel) By: Daniel Vaknin cc: Avi Basher, Vice President of Finance, Chief Financial Officer and Secretary, DSP Group, Inc. -----END PRIVACY-ENHANCED MESSAGE-----