<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1999.
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DSP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-2683643
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3120 SCOTT BOULEVARD, SANTA CLARA, CA 95054
(Address of Principal Executive Offices) (Zip Code)
DSP GROUP, INC.
1991 EMPLOYEE AND CONSULTANT STOCK PLAN
(Full Title of the Plan)
ELIYAHU AYALON
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
DSP GROUP, INC.
3120 SCOTT BOULEVARD
SANTA CLARA, CA 95054
(Name and Address of Agent For Service)
408/986-4300
(Telephone Number, Including Area Code,
of Agent For Service)
With a copy to:
Bruce Alan Mann, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
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<PAGE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities to Number of shares to Offering Price Per Aggregate Offering Amount of
be Registered be Registered Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock 500,000 $37.25* $18,625,000 $5,177.75
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</TABLE>
* Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average of the high and low prices
per share of DSP Group Inc.'s Common Stock on the Nasdaq National Market on July
20, 1999.
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 (plan
information and registrant information and employee plan annual information)
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such document need
not be filed with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part
II hereof), taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
I-1
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended, this Registration Statement is filed to register 500,000
additional shares of the Common Stock, par value $.001 per share, of DSP Group,
Inc. (the "Company") reserved for issuance under the terms of the DSP Group,
Inc. 1991 Employee and Consultant Stock Plan. The contents of the Registration
Statement on Form S-8 filed by the Company on August 31, 1994 (File No.
33-83456), Post-Effective Amendment No. 1 thereto filed by the Company on August
8, 1996 and the Registration Statement on Form S-8 filed by the Company on May
20, 1998 (File No. 333-53129), are incorporated by reference herein.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exh. No. Description
- -------- -----------
<S> <C>
5.1 Opinion of Morrison & Foerster LLP as to the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Morrison & Foerster LLP (contained in the opinion of
counsel filed as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Santa Clara, State of California, on July 21, 1999.
DSP GROUP, INC.
By: /s/ ELIYAHU AYALON
-----------------------------------
Eliyahu Ayalon
President, Chief Executive Officer
and Director
II-1
<PAGE>
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
Each person whose signature appears below constitutes and appoints Elihayu
Ayalon, Igal Kohavi and Moshe Zelnik, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstituiton, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement,
including post-effective amendments, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do so and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitutes, may lawfully do or
cause to be done by virtue thereof.
Further, pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- ------------------------- -------------------------------- -------------
/s/ IGAL KOHAVI
- -------------------------
Igal Kohavi Chairman of the Board July 21, 1999
/s/ ELIYAHU AYALON
- -------------------------
Eliyahu Ayalon President, Chief Executive July 21, 1999
Officer and Director (Principal
Executive Officer)
/s/ ZVI LIMON
- -------------------------
Zvi Limon Director July 21, 1999
/s/ YAIR SHAMIR
- -------------------------
Yair Shamir Director July 21, 1999
/s/ SAUL SHANI
- -------------------------
Saul Shani Director July 21, 1999
II-2
<PAGE>
/s/ MOSHE ZELNIK
- -------------------------
Moshe Zelnik Vice President of Finance, July 21, 1999
Chief Financial Officer and
Secretary (Principal Financial
Officer and Principal Accounting
Officer)
II-3
<PAGE>
EXHIBIT 5.1
July 21, 1999
DSP Group, Inc.
3120 Scott Boulevard
Santa Clara, California 95054
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to
be filed by DSP Group, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 500,000 additional shares of the
Company's common stock, $0.001 par value per share (the "Common Stock"),
reserved for issuance under the Company's 1991 Employee and Consultant Stock
Plan (the "Plan").
As counsel to the Company, we have examined the proceedings taken by the
Company in connection with the reservation of the 500,000 additional shares of
the Common Stock to be issued under the Plan.
It is our opinion that the 500,000 shares of Common Stock which may be
issued and sold by the Company, when issued and sold in the manner referred to
in the Registration Statement, will be legally and validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1991 Employee and Consultant Stock
Plan of DSP Group, Inc. of our reports dated January 25, 1999 (except for
Note 9, as to which the date is February 18, 1999), with respect to the
consolidated financial statements and schedule of DSP Group, Inc., included
in its Annual Report on Form 10-K for the year ended December 31, 1998 filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
July 22, 1999
