-----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, Ja1NMZKBdXcfzzevX83ZtnQDaOPcabmzXoxeFQpdtjz3fD3tudJ0KD7kixh/jKww 6rUXoP6mIpwEeEEMTajQ0Q== 0000912057-99-001530.txt : 19991020 0000912057-99-001530.hdr.sgml : 19991020 ACCESSION NUMBER: 0000912057-99-001530 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991001 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991019 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13623 FILM NUMBER: 99730414 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 1999 ---------------- DSP COMMUNICATIONS, INC. - -------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-25622 77-0389180 - -------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 20300 Stevens Creek Boulevard, Cupertino, California 95014 - -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's Telephone number, including area code (408) 777-2700 ------------------ Item 5. Other Items. 1. Filed herewith as Exhibit 99.1 is a press release issued on October 14, 1999 by DSP Communications, Inc. (the "Company") and Intel Corporation ("Parent") announcing the execution of the Agreement and Plan of Merger, dated as of October 13, 1999 (the "Merger Agreement"), by and among the Company, Parent and CWC Acquisition Corporation, a wholly owned subsidiary of Parent ("Purchaser"). The Merger Agreement provides for Purchaser to commence a cash tender offer (the "Offer") on October 20, 1999 for all of the shares of common stock, par value $0.001 per share (collectively, the "Shares"), of the Company at a price of $36.00 per Share, net to the seller in cash, upon the terms and subject to the conditions to be contained in Purchaser's Offer to purchase. The Merger Agreement further provides that, as soon as practicable after the satisfaction or waiver of the conditions set forth in the Merger Agreement (including, without limitation, the consummation of the Offer), and in accordance with the relevant provisions of the Delaware General Corporation Law, as amended (the "DGCL"), Purchaser will be merged (the "Merger") with and into the Company. Following the consummation of the Merger, the Company will continue as the surviving corporation and will be a wholly owned subsidiary of Parent. In the Merger, the holders of Shares (other than the Company, Parent, Purchaser or any subsidiary of any of the foregoing and any holder who properly exercises appraisal rights under the DGCL) will receive the same per Share consideration as is paid to holders of Shares in the Offer. The foregoing is qualified in its entirety by reference to the complete text of the Press Release which is filed as Exhibit 99.1 hereto. 2. On October 10, 1999, the Board of Directors approved an amendment to the Company's Bylaws, to decrease the number of seats on the Company's Board from eight (8) to six (6). Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 3.5 Resolution adopted by the Board of Directors at a meeting of the Board held on October 10, 1999, amending the Bylaws of DSP Communications, Inc. 99.1 Press Release of Intel Corporation and DSP Communications, Inc. issued on October 14, 1999. 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 COMMUNICATIONS, INC. Dated: October 18, 1999 By: /s/ Stephen P. Pezzola ---------------------------------- Stephen P. Pezzola General Counsel and Secretary Index to Exhibits -----------------
Exhibit Number Exhibit - ------- ------- 3.5 Resolution adopted by the Board of Directors at a meeting of the Board held on October 10, 1999, amending the Bylaws of DSP Communications, Inc. 99.1 Press Release of Intel Corporation and DSP Communications, Inc., issued on October 14, 1999
EX-3.5 2 EXHIBIT 3.5 EXHIBIT 3.5 RESOLUTION OF THE BOARD OF DIRECTORS ADOPTED AT A MEETING HELD ON OCTOBER 10, 1999, AMENDING THE BYLAWS OF DSP COMMUNICATIONS, INC. RESOLVED: That the Board of Directors hereby amends Section 3.2 of this Corporation's Bylaws such that the second sentence thereof shall read in its entirety as follows: "The exact number of Directors shall be six (6) until changed within the limits specified above, by a Bylaw amending this Section 3.2, duly adopted by the Board of Directors or by the stockholders." 4 EX-99.1 3 EXHIBIT 99.1 EXHIBIT 99.1 Thursday October 14, 8:02 am Eastern Time COMPANY PRESS RELEASE INTEL TO ACQUIRE DSP COMMUNICATIONS, INC. FOR APPROXIMATELY $1.6 BILLION IN CASH ACQUISITION POSITIONS INTEL FOR GROWTH IN CELLULAR COMMUNICATIONS AND FOR INTERNET CLIENTS Business Editors and High-Tech Writers NOTE: Intel and DSP Communications executives will host a teleconference to discuss the details of this agreement and answer questions today at noon EDT, 9 a.m. PDT. Press and analysts who are interested in hearing about this announcement may join the teleconference by dialing (719) 457-2657. A full recording of the briefing can be accessed through October 21 by dialing (719) 457-0820 with confirmation number 804032. SANTA CLARA, Calif.--(BUSINESS WIRE)--Oct. 14, 1999--Intel Corporation and DSP Communications, Inc. (NYSE: DSP - news) today announced the --- ---- companies have entered into a definitive agreement under which Intel would acquire DSP Communications, Inc (DSPC) for $36 a share in an all-cash tender offer valued at approximately $1.6 billion. DSPC is a leading supplier of solutions for digital cellular communications products. DSPC products enable new generations of feature-rich, compact, lightweight wireless handsets by providing a complete solution, including chipsets, reference design, software and other key technologies. This acquisition is an important element of Intel's plan to become the leading building block supplier to the Internet. In recent years, cellular telephone adoption has exploded on a worldwide basis. Cellular voice and data applications are growing at a rapid pace and emerging cellular broadband data communications networks can enable new Internet applications. In addition, cellular communication is expected to be integrated into new types of Internet clients, such as handheld devices and mobile computers, which will include voice, data and Internet access. "DSPC brings tremendous experience in cellular digital and voice technologies which, when combined with Intel's data and Internet expertise, will provide a more complete solution to the broad cellular market segment," said Craig Barrett, president and chief 5 executive officer of Intel. "Cellular technology is emerging as a new high-speed method of connecting to the Internet and we believe over time will become increasingly important for connecting PCs to the Internet." "Combining DSPC's cellular expertise with Intel's semiconductor and data capabilities will create a leading provider of cellular voice products, as well as establish voice and data solutions for the future," said Davidi Gilo, chairman and chief executive officer of DSPC. "The industry needs suppliers that can deliver solutions such as chipset, design and software to meet customers' cellular technology needs." DSPC's cellular technology solutions allow cellular handset manufacturers to build better devices with superior performance, high integration and the smallest form factors while significantly reducing power consumption, time-to-market and overall system cost. DSPC provides expertise in digital cellular technologies for personal digital cellular (PDC), time division multiple access (TDMA), code division multiple access (CDMA) and third-generation (3G) standards. Under the agreement, DSPC would become a wholly owned subsidiary of Intel reporting within Intel's Computing Enhancement Group. DSPC employees will continue as employees of the new subsidiary. The companies do not anticipate any immediate changes to their respective product lines and DSPC intends to continue delivering products to customers under existing agreements, as well as maintain its existing manufacturing relationships. The agreement provides for a cash tender offer to acquire all of the outstanding shares of DSPC common stock at $36 per share, which will commence by Intel within five business days. The Board of Directors of DSPC has approved the definitive agreement and has recommended that DSPC stockholders tender their shares pursuant to the offer. Intel's obligations to accept shares tendered in the offer will be conditional upon the tender of a majority of outstanding DSPC shares on a fully-diluted basis, regulatory approvals and other customary conditions. The current and former chief executive officers of DSPC have agreed to tender their shares in the offer. It is expected that all shares not purchased in the tender offer will be converted into the right to receive $36 per share in a second-step merger following the tender offer. Headquartered in Silicon Valley, DSPC is a leading independent developer and supplier of form-fit reference designs, chipsets and software to mobile phone manufacturers. DSPC develops, markets, licenses, and sells application specific integrated circuits (ASICs) based on digital signal processing (DSP) technology, software stacks, and reference design development kits for advanced wireless voice and data communications applications. DSPC wireless technology products support leading global standards for CDMA, TDMA, and PDC, and will also support emerging third generation (3G) standards such as Wideband CDMA and cdma2000. The company's customers include 6 Cadence, Denso, Kenwood, Kyocera, Kokusai, Lucent Technologies, Motorola, NEC, Philips, Pioneer, SANYO, Sharp, and SK Teletech. DSPC maintains a presence worldwide with offices in the United States, Japan, Israel, and Canada. DSPC stock is traded on the New York Stock Exchange under the symbol DSP. For more information, please visit http://www.dspc.com. ------------------- Intel, the world's largest chip maker, is also a leading manufacturer of computer, networking and communications products. Additional information about Intel is available at http://www.intel.com/pressroom. ------------------------------ This release contains forward-looking statements based on current expectations or beliefs, as well as a number of assumptions about future events, and these statements are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The reader is cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties and other factors, many of which are outside the control of Intel and DSPC. The forward-looking statements in this release address a variety of subjects including, for example, the expected date of closing of the acquisition and the potential benefits of the merger. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that DSPC's business will not be successfully integrated with Intel's business; costs associated with the merger; the successful completion of the tender; the inability to obtain the approval of DSPC's stockholders; matters arising in connection with the parties' efforts to comply with applicable regulatory requirements relating to the transaction; risks associated with entering into new market segments; and increased competition and technological changes in the industries in which Intel and DSPC compete. For a detailed discussion of these and other cautionary statements, please refer to Intel's and DSPC's filings with the Securities and Exchange Commission, including their respective Annual Reports on Form 10-K for the year ended Dec. 26, 1998, for Intel, and Dec. 31, 1998, for DSPC and their respective Quarterly Reports on Form 10-Q for the quarter ended March 27, 1999, for Intel and the quarter ended March 31, 1999, for DSPC. *Third party marks and brands are property of their respective holders. CONTACT: - ------------------- Intel Media Relations Chuck Mulloy, 408/765-3484 or Intel Investor Relations Lisa Ansilio, 408/765-1910 or DSPC Media and Investor Relations Arnon Kohavi, 408/777-2700 7 -----END PRIVACY-ENHANCED MESSAGE-----