UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
DSP Technology Incorporated
-----------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
233321108
---------------------
(CUSIP Number)
Patrick J. Dooley
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
-----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1998
-----------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 6 Pages
<PAGE>
Page 2 of 6 Pages
SCHEDULE 13D
CUSIP No. 233321108
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
FEV Motorentechnik GmbH & Co. KG
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [_]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Germany
7 Sole Voting Power
Number of 285,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 285,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
285,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
12.51%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 6 Pages
This Amendment No. 2 to Schedule 13D relates to shares of Common Stock
(the "Shares"), of DSP Technology Incorporated (the "Issuer). This Amendment No.
2 supplementally amends the Initial Statement on Schedule 13D dated October 8,
1997 and Amendment No. 1 thereto dated April 8, 1998 (collectively, the "Initial
Statement") filed by the Reporting Person. This Amendment No. 2 is being filed
to report that as a result of a recent acquisition of Shares of the Issuer, the
number of Shares of which the Reporting Person may be deemed the beneficial
owner has increased by more than one percent of the total outstanding Shares.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the principal
executive offices of the Issuer is 48500 Kato Road, Fremont, CA 94538.
Item 2. Identity and Background.
This Statement is filed on behalf of, and relates to Shares acquired
by, FEV Motorentechnik GmbH & Co. KG, a German corporation (the "Reporting
Person"). The Reporting Person, a world leader in engine and powertrain
consulting, research, development and instrumentation for the transportation
industry, has its principal office at Neuenhofstr. 181, D - 52078 Aschen,
Germany. Set forth in Annex A and incorporated herein by reference in response
to this Item 2 and elsewhere in this Schedule 13D as applicable is a list of the
directors of the Reporting Person.
During the past five years, the Reporting Person and, to the best of
the Reporting Person's knowledge, any other person identified in response to
this Item 2 has not been (a) convicted in a criminal proceeding, or (b) a party
to any civil proceeding as a result of which he has been subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person expended approximately $218,438 of its working
capital to purchase the Shares reported herein as being acquired since April 8,
1998 (the date of filing of the last statement on Schedule 13D).
The Shares held by the Reporting Person may be held through margin
accounts maintained with brokers, which extend margin credit as and when
required to open or carry positions in their margin accounts, subject to
applicable federal margin regulations, stock exchange rules and such firm's
credit policies. The Shares which may be held in the margin accounts are pledged
as collateral security for the repayment of debit balances in the respective
accounts.
Item 4. Purpose of Transaction.
The Issuer and the Reporting Person are jointly developing and
distributing innovative tests, instrumentation and control products. Both
companies' products compliment each other, and it is believed that the long-term
relationship will help strengthen both companies' positions in the global
marketplace.
The Reporting Person reserves the right to acquire, or cause to be
acquired, additional securities of the Issuer, to dispose, or cause to be
<PAGE>
Page 4 of 6 Pages
disposed of, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Person, market conditions or other factors, including as may relate to
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person may be deemed the beneficial owner of the
285,000 Shares held for its account (approximately 12.51% of the total number of
Shares outstanding).
(b) The Reporting Person has the sole power to direct the voting and
disposition of the 285,000 Shares held for its account.
(c) Except for the purchase of 25,000 Shares on June 3, 1998 at a
price of $8.7375 per Share in the over-the-counter market, there have been no
transactions with respect to the Shares since April 8, 1998 (the date of filing
of the last statement on Schedule 13D) by the Reporting Person.
(d) The shareholders of the Reporting Person have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares, in accordance with their ownership interests in the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings in Relationship with Respect
to Securities of the Issuer.
From time to time to the extent permitted by applicable laws, each of
such persons or entities may borrow the Shares for the purpose of effecting, and
may effect, short sale transactions, and may purchase securities for the purpose
of closing out short positions in such securities.
Except as set forth herein, the Reporting Person does not have any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Not applicable.
<PAGE>
Page 5 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: June __, 1998 FEV Motorentechnik GmbH & Co. KG.
By: /S/ DIPL.-KFM. DR. PAULO HAUFS
----------------------------------
Dipl.-Kfm. Dr. Paulo Haufs
General Manager Finance
<PAGE>
Page 6 of 6 Pages
ANNEX A
Directors of the Reporting Person
Name/Citizenship Principal Occupation
---------------- --------------------
Fanz Felix Pischinger FEV Motorentechnik GmbH
(Austrian) & Co. KG - Chief Executive
Officer
Stefan Pischinger FEV Motorentechnik GmbH
(Austrian) & Co. KG - Advanced
Technologies
Manfred Schaffrath FEV Motorentechnik GmbH
(German) & Co. KG - Finance &
Administration
Peter Walzer FEV Motorentechnik GmbH
(German) & Co. KG - Marketing
Europe
--------------------
Each of the above-listed person's business address is Neuenhofstr. 181, 52078
Aachen, Germany.
To the best of the Reporting Person's knowledge:
(a) None of the above persons holds any Shares.
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares.
