8-K

UNITED STATES

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): May 2, 2013

DSP GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-35256	94-2683643
(Commission File Number)	(I.R.S. Employer Identification No.)
2580 North First Street, Suite 460 San Jose, CA	95131
(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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Resignation of Yair Shamir

On May 1, 2013, Yair Shamir tendered his resignation from the Board of Directors (the “Board”) of DSP Group, Inc. (the “Company”), effective May 2, 2013. Mr. Shamir resigned from the Board as a result of his election to the Israeli Knesset and appointment as Minister of Agriculture and Rural Development.

Appointment of Gabi Seligsohn

On May 2, 2013, Gabi Seligsohn, President and Chief Executive Officer of Nova Measuring Instruments (NASDAQ: NVMI), a provider of leading-edge stand-alone metrology and the market leader of integrated metrology solutions to the semiconductor process control market (“Nova”), was appointed to the Board as a Class II director to serve until the 2013 annual meeting of stockholders, currently scheduled for June 10, 2013 (the “2013 Meeting”). Mr. Seligsohn will be up for re-election at the 2013 Meeting as a Class II director to serve until the Company’s annual meeting of stockholders in 2014. Concurrent with Mr. Seligsohn’s appointment to the Board, he also was appointed to the Compensation Committee of the Board.

Gabi Seligsohn, 46, has served as the President and Chief Executive Officer of Nova since August 2006. Having joined Nova in 1998, Mr. Seligsohn has served in several key positions in the company, including as the Executive Vice President, Global Business Management Group from August 2005 to August 2006. From August 2002 until August 2005, Mr. Seligsohn was President of Nova’s U.S. subsidiary, Nova Inc. Prior to that, he was Vice President Strategic Business Development at Nova Inc. where he established Nova’s OEM group managing the Applied Materials and Lam Research accounts between the years 2000 to 2002. From 1998 to 2000 he served as Global Strategic Account Manager for the company’s five leading customers. Mr. Seligsohn joined Nova after serving as a Sales Manager for key financial accounts at Digital Equipment Corporation. Mr. Seligsohn holds an LL.B. from the University of Reading in England. He was voted CEO of the year for the Israeli Hi-Tech industry by the Israeli management institute in 2010.

There are no related party transactions exceeding $120,000 between Mr. Seligsohn and the Company in which Mr. Seligsohn has a material interest.

In connection with the appointment of Mr. Seligsohn to the Board and pursuant to the Company’s 1993 Director Stock Option Plan, Mr. Seligsohn was granted a stock option to purchase 30,000 shares of the Company’s common stock at an exercise price of the closing price of the Company’s common stock on May 2, 2013. The options will vest in three equal installments beginning on May 2, 2014.

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

d. Exhibits

Exhibit No.	Description
99.1	Press Release of DSP Group, Inc., dated May 2, 2013.

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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: May 2, 2013	By:	/s/ Dror Levy
		Dror Levy
		Chief Financial Officer and Secretary

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EX-99.1

Exhibit 99.1

DSP Group Announces Appointment of Gabi Seligsohn, to Board of Directors

SAN JOSE, Calif., May 2, 2013—DSP Group, Inc. (NASDAQ: DSPG), a leading global provider of wireless chipset solutions for converged communications, announced today that Gabi Seligsohn, President & CEO of Nova Measuring Instruments Ltd (Nasdaq: NVMI) has joined the Board of Directors of DSP Group. Nova Measuring Instruments Ltd. is a provider of leading-edge stand-alone metrology and the market leader of integrated metrology solutions to the semiconductor process control market.

Eli Ayalon, Chairman of DSP Group, said: “We have been looking for an independent director with no prior relationship with the Company but with a deep understanding of the semiconductor industry, who could add to the strategic thinking of our Board. Adding Gabi Seligsohn to our Board, and gaining the benefit of his talents and ability to contribute to our growth, was suggested to us by Senvest International, one of our largest stockholders, which is also an investor in Nova. We appreciate Senvest’s excellent suggestion and their support of DSP Group.”

Robert Katz of Senvest International, a shareholder based in New York, said “We are very pleased that Gabi Seligsohn will be joining the DSP Group Board. We remain enthusiastic about DSP Group’s business and prospects. We believe that a strong and seasoned executive like Gabi, with his extensive industry knowledge, will provide additional independent support and advice that will benefit DSP Group and all of its shareholders.”

Ofer Elyakim, DSP Group CEO, added that “Our Board and management are very much looking forward to benefiting from Mr. Seligsohn’s experience and insight and to his contribution to our Board and DSP Group.”

Mr. Seligsohn said that “I look forward to serving on the DSP Group Board, and to contributing to DSP Group’s continued success in the marketplace and for its investors.”

Mr. Seligsohn replaces Yair Shamir, who has resigned from the Board as a result of his election to the Israeli Knesset and appointment as Minister of Agriculture and Rural Development.

DSP Group and its Board of Directors thank Mr. Shamir for his leadership, outstanding contribution and many years of service to the company, and wish him every success in his new role in public service.

Mr. Seligsohn’s appointment is effective immediately, but he will stand for election at the company’s upcoming shareholder’s meeting.

About DSP Group

DSP Group^®, Inc. (NASDAQ: DSPG) is a leading global provider of wireless chipset solutions for converged communications. Delivering semiconductor system solutions with software and reference designs, DSP Group enables OEMs/ODMs, consumer electronics (CE) manufacturers and service providers to cost-effectively develop new revenue-generating products with fast time to market. At the forefront of semiconductor innovation and operational excellence for over two decades, DSP Group provides a broad portfolio of wireless chipsets integrating DECT/CAT-iq, DECT ULE, Wi-Fi, PSTN, HDClear™, video and VoIP technologies. DSP Group enables converged voice, audio, video and data connectivity across diverse mobile, consumer and enterprise products – from mobile devices, connected multimedia screens, and home automation & security to cordless phones, VoIP systems, and home gateways. Leveraging industry-leading experience and expertise, DSP Group partners with CE manufacturers and service providers to shape the future of converged communications at home, office and on the go. For more information, visit www.dspg.com.

Contact

For more information, please contact Christopher Basta at Work: 1-408-240-6844, Cell: 1-631-796-5644 or chris.basta@dspg.com.

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