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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 22, 1998
DSP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-23006 94-2683643
(Commission File Number) (I.R.S. Employer Identification No.)
3120 SCOTT BOULEVARD, SANTA CLARA, CA 95054
(Address of Principal Executive Offices) (Zip Code)
408/986-4300
(Registrant's Telephone Number, Including Area Code)
With a copy to:
Bruce Alan Mann, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 11, 1998, the Board of Directors of DSP Group, Inc. (the
"Company") approved a resolution to replace Almagor & Co. ("Almagor") and
appoint Kost Levary & Forer ("Kost"), a member of Ernst & Young International,
as independent auditors of DSP Semiconductors, Ltd. ("DSP Semi"), a wholly-owned
subsidiary of the Company for the fiscal year ending December 31, 1998,
effective as of July 1, 1998. The Board of Directors believed it to be in the
best interests of the Company to facilitate the audit of its consolidated
companies, due to the recent restructuring in the Company's sales and operations
activities, by appointing an accounting firm for DSP Semi that is a member firm
of Ernst & Young International.
On June 22, 1998, the Company's management notified Almagor of its
replacement. On June 22, 1998, the Company engaged Kost as the independent
auditors for DSP Semi. Prior to such date, the Company had not engaged Kost in
any consultation.
In connection with the audit of DSP Semi's financial statements for
the fiscal year ended December 31, 1997, and for the review performed during the
period of January 1, 1998 through June 22, 1998, there were no disagreements
with Almagor on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Almagor, would have caused them to make
reference to the subject matter of the disagreements in their report. Almagor's
report on DSP Semi's financial statements for the fiscal year ended December 31,
1997 does not contain an adverse opinion or disclaimer of opinion nor were the
reports qualified or modified as to uncertainty, audit scope or accounting
principles.
A letter from Almagor addressed to the Securities and Exchange
Commission stating that Almagor agrees with the Company's response to this Item
is filed as an Exhibit hereto.
Item 7. EXHIBITS
Exhibit No. Description
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16.1 Letter from Almagor & Co.
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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 GROUP, INC.
Date: August 27, 1998 By: /s/ ELIYAHU AYALON
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Eliyahu Ayalon
President, Chief Executive Officer
and Director
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EXHIBIT 16.1
[ALMAGOR & CO. LETTERHEAD]
August 27, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: DSP GROUP, INC.
Ladies and Gentlemen:
We have read Item 4 included in the Form 8-K/A dated August 27, 1998
of DSP Group, Inc. to be filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein, as they relate to our
engagement as independent auditors of DSP Semiconductors Ltd.
Very truly yours,
/s/ ALMAGOR & CO.
Almagor & Co.
Certified Public Accountants (Israel)
By: Daniel Vaknin
cc: Avi Basher, Vice President of Finance,
Chief Financial Officer and Secretary,
DSP Group, Inc.
