<PAGE>
Filed with the Securities and Exchange Commission
on January 11, 1999
Registration No._________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DSP TECHNOLOGY INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2832651
- -------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
48500 Kato Road
Fremont, CA 94538
----------------------------------------------------
(Address of principal executive offices) (Zip code)
DSP TECHNOLOGY INC.
1991 STOCK OPTION PLAN AND INDIVIDUAL STOCK
OPTION AGREEMENTS WITH MICHAEL FORD, NEIL
BERKMAN, ROBERT JACOBS, DOUGLAS HAJJAR,
JOSEPH ROMANO AND KIRK THOMPSON
-------------------------------------------
(Full title of the plans)
Jose M. Millares, Jr.
Vice President, Finance, Chief Financial Officer and Secretary
DSP Technology Inc.
48500 Kato Road
Fremont, CA 94538
--------------------------------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (510) 657-7555
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
Title of Proposed maximum Proposed maximum
Securities to be Amount to be offering price aggregate offering Amount of
registered/1/ registered/2/ per share/3/ price/3/ registration fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1991 Stock Option Plan
- ----------------------
Common Stock 211,000 $6.75 $ 1,424,250
Par Value $0.001
Stock Option Agreements with Michael Ford
- -----------------------------------------
Common Stock 3,000 $7.9375 $ 23,812.50
Par Value $0.001
3,000 $ 5.50 $ 16,500
Stock Option Agreement with Neil Berkman
- ----------------------------------------
Common Stock 5,000 $ 7.75 $ 38,750
Par Value $0.001
Stock Option Agreement with Robert Jacobs
- -----------------------------------------
Common Stock 5,000 $ 7.75 $ 38,750
Par Value $0.001
Stock Option Agreement with Douglas Hajjar
- ------------------------------------------
Common Stock 3,000 $7.9375 $ 23,812.50
Par Value $0.001
Stock Option Agreement with Joseph Romano
- -----------------------------------------
Common Stock 6,000 $ 5.688 $ 34,128
Par Value $0.001
Stock Option Agreement with Kirk Thompson
- -----------------------------------------
Common Stock 20,000 $ 7.00 $ 140,000
Par Value $0.001
TOTALS 256,000 $1,749,003.00 $ 483.72
</TABLE>
- -----------------------------------------------
/1/ The securities to be registered include options to acquire Common Stock.
/2/ Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.
/3/ Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. With respect to shares subject to outstanding but unexercised
options, the price is computed on the basis of the weighted average exercise
price. As to the remaining shares, the price is based upon the average of the
high and low prices of the Common Stock on January 5, 1999, as reported on the
Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference
---------------------------------------
DSP Technology Inc. (the "Company") hereby incorporates by reference
in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended January 31, 1998 as filed with the Securities and
Exchange Commission on April 21, 1998.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
-------------------------
The class of securities to be offered is registered under Section 12
of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Inapplicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the
<PAGE>
Company has adopted provisions in its Certificate of Incorporation which
eliminate to the fullest extent permissible under Delaware law the personal
liability of its directors to the Company and its stockholders for monetary
damages for breach or alleged breach of their duty of care.
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by under
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also
empower it to enter into indemnification agreements with its directors and
officers and to purchase insurance on behalf of any person whom it is required
or permitted to indemnify. The Company has entered into agreements with its
directors and certain of its executive officers that require the Company to
indemnify such persons to the fullest extent permitted under Delaware law
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
an executive officer of the Company or any of its affiliated enterprises. The
indemnification agreements also set forth certain procedures that will apply in
the event of a claim for indemnification thereunder.
Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Securities Act").
Item 7. Exemption From Registration Claimed
-----------------------------------
Inapplicable.
Item 8. Exhibits
--------
See Exhibit Index.
Item 9. Undertakings
------------
(a) Rule 415 Offering
-----------------
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
<PAGE>
(iii) 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;
provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the
- -------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 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) Filing incorporating subsequent Exchange Act documents by
---------------------------------------------------------
reference
- ---------
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, 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.
(h) Request for acceleration of effective date or filing of
-------------------------------------------------------
registration statement on Form S-8
- ----------------------------------
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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.
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Fremont, State of California, on January 5, 1999.
DSP Technology Inc.
By: /s/ Jose M. Millares, Jr.
---------------------------------------
Jose M. Millares, Jr.
Vice President, Finance, Chief Financial
Officer and Secretary
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
--------------------------------
The officers and directors of DSP Technology Inc. whose signatures appear
below, hereby constitute and appoint F. Gil Troutman, Jr. and Jose M. Millares,
Jr. and each of them, their true and lawful attorneys and agents, with full
power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------- ----------------------------------- ---------------------
<S> <C> <C>
/s/ F. Gil Troutman, Jr. President, Chief Executive Officer 1/5/99
- ----------------------------------- and Director
F. Gil Troutman, Jr. (Principal Executive Officer)
/s/ Jose M. Millares, Jr. Vice President, Finance, Chief 1/5/99
- ----------------------------------- Financial Officer and Secretary
Jose M. Millares, Jr. (Principal Financial and
Accounting Officer)
/s/ Howard O. Painter Director and Chairman of the 1/6/99
- ----------------------------------- Board
Howard O. Painter
/s/ Michael A. Ford Director 1/6/99
- -----------------------------------
Michael A. Ford
Director ________________
- -----------------------------------
J. Scott Kamsler
</TABLE>
<PAGE>
EXHIBIT INDEX
-------------
3.1 Certificate of Incorporation of the Company is incorporated by reference
to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on December 18, 1997 (No. 0-13677)
3.2 Amended and Restated Bylaws of the Company are incorporated by reference
to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on December 18, 1997 (No. 0-13677)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Grant Thornton LLP
24 Power of Attorney (included in signature pages to this registration
statement)
<PAGE>
EXHIBIT 5
[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
January 8, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for DSP Technology Inc., a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 256,000 shares of the
Common Stock, $0.001 par value, of the Company which may be issued pursuant to
the DSP Technology Inc. 1991 Stock Option Plan (the "1991 Plan"), and certain
individual stock options granted to Michael Ford, Neil Berkman, Robert Jacobs,
Douglas Hajjar, Joseph Romano, and Kirk Thompson (collectively, "Individual
Options").
We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters
of Delaware corporation law, we have based our opinion solely upon our
examination of such laws and the rules and regulations of the authorities
administering such laws, all as reported in standard, unofficial compilations.
We have not obtained opinions of counsel licensed to practice in jurisdictions
other than the State of California.
Based on such examination, we are of the opinion that the 256,000 shares of
Common Stock which may be issued pursuant to the 1991 Plan and the Individual
Options are duly authorized shares of the Company's Common Stock, and, when
issued against receipt of the consideration therefor in accordance with the
provisions of the 1991 Plan and the Individual Options, will be validly issued,
fully paid and nonassessable. We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement referred to above and the use of our
name wherever it appears in said Registration Statement.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH
- --------------------------------
GRAY CARY WARE & FREIDENRICH LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 6, 1998 accompanying the consolidated
financial statements of DSP Technology Inc. and subsidiaries appearing in the
1998 Annual Report of the Company to its stockholders and accompanying the
schedule included in the Annual Report on Form 10-K for the year ended January
31, 1998, which are incorporated by reference in this Registration Statement
on Form S-8. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report.
/s/ Grant Thornton LLP
San Jose, California
January 5, 1999
