-----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, EzN+6IzPqL54uSusvs6TydNRKj2iuibFaW90Ulx/LwvdLlOck+LzTNbQ+Q69Sxtb 1ERYFgyGe52IgNlccKeHIA== 0000912057-97-001083.txt : 19970117 0000912057-97-001083.hdr.sgml : 19970117 ACCESSION NUMBER: 0000912057-97-001083 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970116 EFFECTIVENESS DATE: 19970116 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DSP COMMUNICATIONS INC CENTRAL INDEX KEY: 0000934545 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770389180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-19883 FILM NUMBER: 97506798 BUSINESS ADDRESS: STREET 1: 20300 STEVENS CREEK BLVD STREET 2: 4TH FLOOR CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4087772700 MAIL ADDRESS: STREET 1: 1999 HARRISON STREET STREET 2: SUITE 1300 CITY: OAKLAND STATE: CA ZIP: 94612 S-8 1 S-8 As filed with the Securities and Exchange Commission on January 16, 1997 Registration No. 333-_______ ------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- DSP COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 77-0389180 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 20300 Stevens Creek Boulevard Cupertino, California 95014 (Address of Principal Executive Offices) (Zip Code) DSP Communications, Inc. 1996 Stock Option Plan (Full title of the Plan) Davidi Gilo Chairman of the Board DSP COMMUNICATIONS, INC. 20300 Stevens Creek Boulevard Cupertino, California 95014 (Name and address of agent for service) Telephone Number (408) 777-2700 (Telephone number, including area code, of agent for service) Copy to: Donald C. Reinke, Esq. PEZZOLA & REINKE 1999 Harrison Street, Suite 1300 Oakland, California 94612 --------------- This Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission, and sales of the registered securities will thereafter be effected upon option exercises under the 1996 Stock Option Plan, under which 3,000,000 shares of Common Stock are available (the "Plan"). --------------- CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Proposed Proposed Number of Maximum Maximum Amount Title of Shares Offering Aggregate of Securities to to be Price Offering Registration be Registered Registered per Share(1) Price(1) Fee - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Common Stock, 3,000,000 $23.125 $69,375,000 $21,023 $0.001 par value per share - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- 1 Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purposes of calculating the registration fee. Computation based upon the average of the high and low prices of the registrant's Common Stock as reported on the Nasdaq National Market on January 13, 1997, which average was $23.125. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in (a) through (d) below are incorporated by reference in this Registration Statement. (a) The registrant's annual report on Form 10-K for the year ended December 31, 1995, which was filed with the Securities and Exchange Commission (the "Commission") on April 1, 1996, as amended by a Form 10-K/A filed with the Commission on April 5, 1996. (b) All other reports filed by the registrant since December 31, 1995, with the Commission pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). (c) The description of securities to be registered contained in the Registration Statement filed with the Commission on Form 8-A under the Exchange Act and declared effective on March 7, 1995, including any amendment or reports filed for the purpose of updating such description. (d) All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The registrant's Amended and 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 3 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 redemptions 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. The 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. There is no pending litigation or proceeding involving a director, officer, employee or other agent of the registrant as to which indemnification is being sought, nor is the registrant aware of any pending or threatened litigation that may result in claims for indemnification by any director, officer, employee or other agent. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.) 4 ITEM 8. EXHIBITS. Exhibit Number Exhibit Description - -------------- --------------------------------------------------------- 5 Opinion of Pezzola & Reinke as to the legality of the securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Pezzola & Reinke (contained in the opinion of counsel filed as Exhibit 5 to this Registration Statement). 24 Power of Attorney (set forth on the signature page of this Registration Statement). 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 to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended (the "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 in the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange 5 Commission such indemnification is against public policy as expressed in the 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 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 Act and will be governed by the final adjudication of such issue. 6 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 Cupertino, State of California, on January 14, 1997. DSP COMMUNICATIONS, INC., a Delaware corporation By: /s/ Davidi Gilo ----------------------- Davidi Gilo Chairman of the Board 7 POWER OF ATTORNEY AND ADDITIONAL SIGNATURES Each person whose signature appears below constitutes and appoints Davidi Gilo, Nathan Hod and Gerald Dogon, 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 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 dates indicated.
SIGNATURE TITLE DATE /s/ Davidi Gilo Chairman of the Board of Directors January 14, 1997 - ------------------ ---------------- Davidi Gilo /s/ Nathan Hod President, Chief Executive Officer and January 14, 1997 - ------------------ Director (Principal Executive Officer) ---------------- Nathan Hod /s/ Gerald Dogon Executive Vice President and Chief January 14, 1997 - ----------------- Financial Officer (Principal Financial ---------------- Gerald Dogon & Accounting Officer) /s/ Lewis S. Broad Director January 14, 1997 - ------------------ Lewis S. Broad ------------------ - ------------------ Director Avraham Fischer ----------------- /s/ Andrew W. Schonzeit Director January 14, 1997 - ---------------------- ---------------- Andrew W. Schonzeit /s/ Shigeru Iwamoto Director January 14, 1997 - ------------------ ---------------- Shigeru Iwamoto /s/ Neill H. Brownstein Director January 14, 1997 - ----------------------- ---------------- Neill H. Brownstein 8
EXHIBIT LIST EXHIBIT NUMBER EXHIBIT DESCRIPTION 5 Opinion of Pezzola & Reinke as to the legality of the securities being registered. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Pezzola & Reinke (contained in the opinion of counsel filed as Exhibit 5 to this Registration Statement). 24 Power of Attorney (set forth on the signature page of this Registration Statement). 9 EX-5 2 EXHIBIT 5 EXHIBIT 5 PEZZOLA & REINKE A Professional Corporation Counselors at Law Lake Merritt Plaza Building 1999 Harrison Street, Suite 1300 Oakland, California 94612 Telephone (510) 273-8750 Facsimile (510) 834-7440 January 14, 1997 DSP Communications, Inc. 20300 Stevens Creek Boulevard, 4th Flr. Cupertino, CA 95014 RE: REGISTRATION STATEMENT ON FORM S-8 Gentlemen: As general counsel to DSP Communications, Inc., a Delaware corporation (the "Company"), we have been asked by the Company to review the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission on, or about, January 16, 1997 (the "Registration Statement"). This is in connection with the registration under the Securities Act of 1933, as amended, of three million (3,000,000) shares of the Company's Common Stock, $0.001 par value per share (the "Plan Shares"), none of which are presently issued and outstanding. As your general counsel, we have examined the proceedings and such other documents as we have deemed necessary relating to the issuance of three million (3,000,000) Plan Shares to be issued under the Company's 1996 Stock Option Plan. In rendering this opinion, we have assumed, without investigation, the genuineness of all signatures; the correctness of all certificates; the authenticity of all documents submitted to us as originals; the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies and the authenticity of the originals of such copies; and the accuracy and completeness of all records made available to us by, or on behalf of, the Company. In addition, we have assumed, without investigation, the accuracy of the representations and statements as to factual matters made by the Company, its officers and employees, and public DSP Communications, Inc. January 14, 1997 Page 2 RE: REGISTRATION STATEMENT ON FORM S-8 officials. Nothing has come to our attention, however, which would lead us to question the accuracy or completeness of such representations, warranties or statements. In rendering the opinion hereinafter expressed, we have examined and relied upon such documents and instruments as have deemed necessary and appropriate. It is our opinion that the Plan Shares, when subsequently issued upon payment therefor in accordance with the terms of the 1996 Stock Option Plan, will be validly issued, fully paid and nonassessable. We are admitted to practice law only in the State of California, and we express no opinion concerning any law other than the law of the State of California. This opinion is intended solely for your benefit and is not to be relied upon by any other person, firm, or entity without our prior written consent. We consent to the use of this opinion as an Exhibit to the Registration Statement, and further consent to all references to this Firm in the Registration Statement and any amendments thereto. Very truly yours, /s/ Pezzola & Reinke, APC PEZZOLA & REINKE A Professional Corporation EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the DSP Communications, Inc. 1996 Stock Option Plan of our report dated January 23, 1996 (except for Note 13 as to which the date is February 29, 1996), with respect to the consolidated financial statements and schedule of DSP Communications, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP San Jose, California January 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----