-----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, BGzJvxLGPwvc/cq7qHZja0pRe8ujF8omJZS1sHUOyQEpUmSso0cGFc+aVRi+cy2Y IhBvTvUlYpee1W41Di2LHA== 0000912057-99-006875.txt : 19991122 0000912057-99-006875.hdr.sgml : 19991122 ACCESSION NUMBER: 0000912057-99-006875 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991118 ITEM INFORMATION: FILED AS OF DATE: 19991119 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: 99760961 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 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 EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 18, 1999 DSP COMMUNICATIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-25622 77-0389180 (Commission File Number) (IRS Employer Identification No.) 20300 Stevens Creek Boulevard Cupertino, California 95014 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (408) 777-2700 Not Applicable (Former name or former address, if Changed Since Last Report) ITEM 1. CHANGES IN CONTROL OF REGISTRANT. On November 18, 1999, Intel Corporation, a Delaware corporation ("Parent"), through CWC Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"), accepted for purchase approximately 41.9 million shares of the common stock, par value $.001 per share (the "Shares"), of DSP Communications, Inc., a Delaware corporation (the "Company"), that had been validly tendered and not withdrawn pursuant to Purchaser's tender offer for all of the outstanding Shares at $36.00 per Share, net to the seller in cash (the "Offer"). The Offer was made pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 13, 1999, by and among the Company, Parent and Purchaser, which provides for, among other things, the making of the Offer by Purchaser and, following the consummation of the Offer, the merger of Purchaser with and into the Company. The Shares purchased pursuant to the Offer constitute approximately 97% of the Shares issued and outstanding. The aggregate purchase price for the Shares purchased pursuant to the Offer was approximately $1.5 billion. In accordance with the terms of the Merger Agreement, effective upon payment being made for the Shares, Lewis S. Broad, Andrew W. Schonzeit and Avraham Fischer have resigned from the Board of Directors of the Company, and Cary I. Klafter, Suzan A. Miller and Tiffany Doon Silva have been appointed to fill the resulting vacancies. Davidi Gilo and Neill Brownstein will remain on the Board of Directors of the Company until consummation of the Merger of Purchaser with and into the Company, which is expected to occur on or about November 19, 1999. To the knowledge of the Company, except as set forth herein, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a further change in control of the Company. 2 SIGNATURE 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. Date: November 18, 1999 DSP COMMUNICATIONS, INC. By: /s/ Stephen P. Pezzola ----------------------- Name: Stephen P. Pezzola Title: General Counsel and Secretary 3 -----END PRIVACY-ENHANCED MESSAGE-----