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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 29, 1999
REGISTRATION NO. 333-_____.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DSP GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
Delaware 94-2683643
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
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3120 SCOTT BOULEVARD
SANTA CLARA, CALIFORNIA 95054
(408) 986-4300
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE
OFFICES)
IGAL KOHAVI
CHAIRMAN OF THE BOARD
DSP GROUP, INC.
3120 SCOTT BOULEVARD
SANTA CLARA, CALIFORNIA 95054
(408) 986-4300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
BRUCE MANN, ESQ.
Morrison & Foerster LLP
425 Market Street
San Francisco, California 94105-2482
(415) 268-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box:
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CALCULATION OF REGISTRATION FEE
- ------------------------------ ----------------- ---------------------- ---------------------- -----------------
TITLE OF SHARES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- ------------------------------ ----------------- ---------------------- ---------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $0.001
par value .............. 2,300,000 shares $65.69 (1) $151,087,000 (1) $42,002.19
- ------------------------------ ----------------- ---------------------- ---------------------- -----------------
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based on the average of the high and low
sales prices of the registrant's Common Stock, as reported on the
Nasdaq National Market on November 26, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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Subject to Completion, dated November 29, 1999
PROSPECTUS
2,300,000 SHARES
DSP GROUP, INC.
COMMON STOCK
This prospectus relates to the sale of up to approximately 2,300,000 shares
of our common stock offered for the account of Magnum Technology, Ltd. or any of
its subsidiaries or pledgees. We refer to Magnum Technology, Ltd., and any of
its subsidiaries or pledgees, in this prospectus as the selling stockholder. We
are registering the sale of these shares of common stock to provide the selling
stockholder with freely tradable securities, but this registration does not
necessarily mean that the selling stockholder will offer or sell the shares.
We are filing the registration statement of which this prospectus is a part
pursuant to the terms of a registration rights agreement which we entered into
with the selling stockholder. We will not receive any proceeds from the sale of
the shares by the selling stockholder. We have agreed to pay all registration
expenses.
Our common stock is listed on the Nasdaq National Market under the symbol
"DSPG." On November 24, 1999, the last reported sales price of our common stock
was $66.875 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The selling stockholder from time to time may offer and sell the shares it
holds through agents or broker-dealers, or directly to one or more purchasers,
at market prices prevailing at the time of sale or at prices otherwise
negotiated. The selling stockholder reserves the sole right to accept or reject,
in whole or in part, any proposed purchase of the shares to be made directly or
through agents.
The selling stockholder and any agents or broker-dealers that participate
with the selling stockholder in the distribution of shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended. Any
commissions paid or any discounts or concessions allowed to any such persons,
and any profit on the resale of the shares, may be deemed to be underwriting
commissions or discounts under the Securities Act. Also, there are certain
indemnification arrangements between us and the selling stockholder.
The date of this prospectus is , 1999
- ------------------------------------------------------------------------------
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
AMENDED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE RELATED REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY
APPLICABLE STATE SECURITIES COMMISSION BECOMES EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL NOR IS IT SEEKING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
- ------------------------------------------------------------------------------
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TABLE OF CONTENTS
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PAGE
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Forward Looking Statements.....................................................................................4
The Company....................................................................................................5
Risk Factors...................................................................................................6
Use of Proceeds...............................................................................................11
Description of Capital Stock..................................................................................11
Shares Available for Future Sale..............................................................................12
Registration Rights...........................................................................................13
The Selling Stockholder.......................................................................................13
Plan of Distribution..........................................................................................14
Experts.......................................................................................................14
Legal Matters.................................................................................................15
Where You Can Find More Information About DSP Group...........................................................15
Incorporation of Certain Documents by Reference...............................................................16
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FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements that are based
on the beliefs of, and estimates made by, and information currently available
to, our management. These statements are subject to risks and uncertainties.
Actual results could differ materially from those discussed in this prospectus.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed below in "Risk Factors" and elsewhere in this
prospectus.
THE COMPANY
DSP Group develops and markets products and technologies that perform
digital signal processing - the electronic manipulation of digitized speech and
other digital signals including sound, video and other analog signals which have
been converted to digital form. DSP Group's products are used in a wide variety
of telephony and other communications devices to enhance the functionality of
these devices.
Digital speech technology provides several advantages over analog speech
technology, including higher levels of speech compression - the temporary coding
of speech data in a way that saves storage space or transmission time - and
greater ability to process and manipulate data. In addition, digital speech
products that use programmable digital signal processors can be developed faster
than analog speech products, which require dedicated analog hardware. As a
result, digital speech technology is widely incorporated today in telephone
answering devices and many other types of telephony and communications products.
Digital speech technology also enables a new generation of products to transmit
live speech over data networks and perform audio and video conferencing over
standard telephone lines.
Our work in the field of digital speech and digital signal processing has
yielded three synergistic product families:
- SPEECH AND TELEPHONY PROCESSORS--integrated circuit
devices that process digitized speech and other digital
signals.
- DSP CORES--proprietary architectures for central
processing units that, when combined with other circuits
such as memory and input/output circuits, form a complete
circuit design for speech and telephony processors.
- TRUESPEECH-Registered Trademark- --a family of
proprietary speech compression algorithms.
In addition, we entered the cordless telephony business in the first quarter
of 1999 by acquiring two integrated groups of engineers who specialize in the
design of integrated circuits for wireless communication. We also acquired
technology, products and intellectual property related to certain wireless
communications products.
This prospectus contains registered trademarks and trademarks of DSP Group.
Products or service names of other companies mentioned in this prospectus may be
registered trademarks or
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trademarks of their respective owners. Information contained on our Web site,
www.dspg.com, will not be deemed to be part of this prospectus.
Our common stock is listed on the Nasdaq National Market under the symbol
"DSPG." Our executive offices are located at 3120 Scott Boulevard, Santa Clara,
CA 95054, and our telephone number is (408) 986-4300.
RISK FACTORS
YOU SHOULD BE AWARE THAT PURCHASING OR OWNING SHARES OF OUR COMMON STOCK
INVOLVES VARIOUS RISKS, INCLUDING THOSE DESCRIBED BELOW. YOU SHOULD CONSIDER
CAREFULLY THE RISK FACTORS TOGETHER WITH ALL OF THE OTHER INFORMATION INCLUDED
IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT BEFORE YOU DECIDE
TO PURCHASE SHARES.
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY
Our quarterly results of operations may vary significantly in the future for
a variety of reasons, including the following:
- fluctuations in volume and timing of product orders;
- timing of recognition of license fees;
- level of per unit royalties;
- changes in demand for our products due to seasonal
customer buying patterns and other factors;
- timing of new product introductions by us or our
customers, licensees or competitors;
- changes in the mix of products sold by us;
- fluctuations in the level of sales by original equipment
manufacturers and other vendors of products incorporating
our products; and
- general economic conditions, including the changing
economic conditions in Asia.
Each of the above factors is difficult to forecast and thus could harm our
business, financial condition and results of operations. Through 1999, we expect
that revenues from our DSP core designs and TrueSpeech algorithms will be
derived primarily from license fees rather than per unit royalties. The
uncertain timing of these license fees has caused, and may continue to cause,
quarterly fluctuations in our operating results. Our per unit royalties from
licenses are dependent upon the success of our third-party licensees in
introducing products utilizing our technology and
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the success of those third-party products in the marketplace. Per unit
royalties from TrueSpeech licensees have not been significant to date.
OUR AVERAGE SELLING PRICES CONTINUE TO DECLINE
We have experienced a decrease in the average selling prices of our digital
telephone answering device speech processors, but have to date been able to
offset this decrease on an annual basis through manufacturing cost reductions
and the introduction of new products with higher performance. However, we cannot
guarantee that our on-going efforts will be successful or that we will keep pace
with the anticipated, continuing decline in average selling prices.
WE DEPEND ON THE DIGITAL TELEPHONE ANSWERING DEVICE MARKET WHICH IS HIGHLY
COMPETITIVE
Sales of digital telephone answering device products comprise a substantial
portion of our product sales. Any adverse change in the digital telephone
answering device market or in our ability to compete and maintain our position
in that market would harm our business, financial condition and results of
operations. The digital telephone answering device market and the markets for
our products in general are extremely competitive and we expect that competition
will only increase. Our existing and potential competitors in each of our
markets include large and emerging domestic and foreign companies, many of which
have significantly greater financial, technical, manufacturing, marketing, sale
and distribution resources, and management expertise than we do. It is possible
that we may one day be unable to respond to increased price competition for
telephone answering device speech processors or other products through the
introduction of new products or reductions of manufacturing costs. This
inability would have a material adverse effect on our business, financial
condition and results of operations. Likewise, any significant delays by us in
developing, manufacturing or shipping new or enhanced products would also have a
material adverse effect on our business, financial condition and results of
operations.
WE DEPEND ON INDEPENDENT FOUNDRIES TO MANUFACTURE OUR INTEGRATED CIRCUIT
PRODUCTS
All of our integrated circuit products are manufactured by independent
foundries. While these foundries have been able to adequately meet the demands
of our increasing business, we are and will continue to be dependent upon these
foundries to achieve acceptable manufacturing yields, quality levels and costs,
and to allocate to us a sufficient portion of foundry capacity to meet our needs
in a timely manner. To meet our increased wafer requirements, we have added
additional independent foundries to manufacture our digital telephone answering
device speech processors. Our revenues could be harmed should any of these
foundries fail to meet our request for products due to a shortage of production
capacity, process difficulties, low yield rates or financial instability. For
example, due to the recent earthquake in Taiwan, foundries that produce wafers
were damaged and temporarily shut down, resulting in a loss or destruction of a
portion of the wafer supply. While the effects of this earthquake were not
material to our business, additional earthquakes, aftershocks or other natural
disasters in Asia, could preclude us from obtaining an adequate supply of wafers
to fill customer orders and could harm our business, financial condition, and
results of operations.
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WE DEPEND ON INTERNATIONAL OPERATIONS, PARTICULARLY IN ISRAEL
We are dependent on sales to customers outside the United States. We expect
that international sales will continue to account for the majority of our net
product and license sales for the foreseeable future. As a result, the
occurrence of any negative international political, economic or geographic
events could result in significant revenue shortfalls. These shortfalls could
cause our business, financial condition and results of operations to be harmed.
Some of the risks of doing business internationally include:
- unexpected changes in regulatory requirements;
- fluctuations in the exchange rate for the U.S. dollar;
- imposition of tariffs and other barriers and restrictions;
- burdens of complying with a variety of foreign laws;
- political and economic instability; and
- changes in diplomatic and trade relationships.
In particular, our principal research and development facilities are located
in the State of Israel and, as a result, at September 30, 1999, 111 of our 147
employees were located in Israel, including 77 out of 89 of our research and
development personnel. In addition, although DSP Group is incorporated in
Delaware, a majority of our directors and executive officers are residents of
Israel. Therefore, we are directly affected by the political, economic and
military conditions to which Israel is subject.
Moreover, many of our expenses in Israel are paid in Israeli currency which
subjects us to the risks of foreign currency fluctuations and to economic
pressures resulting from Israel's generally high rate of inflation. The rate of
inflation in Israel was 0.9% for the nine months ended September 30, 1999 and
4.0% for the nine months ended September 30, 1998. While substantially all of
our sales and expenses are denominated in United States dollars, a portion of
our expenses is denominated in Israeli shekels. Our primary expenses paid in
Israeli currency are employee salaries and lease payments on our Israeli
facilities. As a result, an increase in the value of Israeli currency in
comparison to the United States dollar could increase the cost of technology
development, research and development expenses and general and administrative
expenses. We cannot assure you that currency fluctuations, changes in the rate
of inflation in Israel or any of the other factors mentioned above will not have
a material adverse effect on our business, financial condition and results of
operations.
WE DEPEND ON ORIGINAL EQUIPMENT MANUFACTURERS AND THEIR SUPPLIERS TO OBTAIN
REQUIRED COMPLEMENTARY COMPONENTS
Some of the raw materials, components and subassemblies included in the
products manufactured by our third-party customers, which also incorporate our
products, are obtained from a limited group of suppliers. Supply disruptions,
shortages or termination of any of these
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sources could have an adverse effect on our business and results of
operations due to the delay or discontinuance of orders for our products by
customers until those necessary components are available.
WE DEPEND UPON THE ADOPTION OF INDUSTRY STANDARDS BASED ON TRUESPEECH
Our prospects are partially dependent upon the establishment of industry
standards for digital speech compression based on TrueSpeech algorithms in the
computer telephony and Voice over Internet protocol - which is the protocol that
is used to route a data packet from its source to its destination over the
Internet - markets. The continuing development of industry standards utilizing
TrueSpeech algorithms would create an opportunity for us to develop and market
speech co-processors that provide TrueSpeech solutions and enhance the
performance and functionality of products incorporating these co-processors.
In February 1995, the International Telecommunications Union established
G.723.1, which is predominately composed of a TrueSpeech algorithm, as the
standard speech compression technology for use in video conferencing over public
telephone lines. In March 1997, the International Multimedia Teleconferencing
Consortium, a nonprofit industry group, recommended the use of G.723.1 as the
default audio coder for all voice transmissions over the Internet or for
Internet protocol applications for H.323 conferencing products.
THERE ARE RISKS ASSOCIATED WITH OUR ACQUISITION STRATEGY
DSP Group has pursued, and will continue to pursue, growth opportunities
through internal development and acquisition of complementary businesses,
products and technologies. We are unable to predict whether or when any
prospective acquisition will be completed. The process of integrating an
acquired business may be prolonged due to unforeseen difficulties and may
require a disproportionate amount of our resources and management's attention.
We cannot assure you that we will be able to successfully identify suitable
acquisition candidates, complete acquisitions, integrate acquired businesses
into our operations or expand into new markets. Once integrated, acquisitions
may not achieve comparable levels of revenues, profitability or productivity as
the existing business of DSP Group or otherwise perform as expected. The
occurrence of any of these events could harm our business, financial condition
or results of operations. Future acquisitions may require substantial capital
resources, which may require us to seek additional debt or equity financing.
PROTECTION OF OUR INTELLECTUAL PROPERTY IS LIMITED AND WE RISK INFRINGING THE
RIGHTS OF OTHERS
As is typical in the semiconductor industry, we have been and may from
time to time be notified of claims that we may be infringing patents or
intellectual property rights owned by third parties. For example, AT&T has
asserted that G.723.1, which is primarily composed of a TrueSpeech algorithm,
includes certain elements covered by patents held by AT&T, and has requested
that video conferencing manufacturers license the technology from AT&T. Other
organizations, including Lucent Microelectronics, Nippon Telegraph and
Telephone Corporation and VoiceCraft, have raised public claims that they
also have patents related to the G.723.1 technology.
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If it appears necessary or desirable, we may try to obtain licenses for
those patents or intellectual property rights that we are allegedly infringing.
Although holders of these types of intellectual property rights commonly offer
these licenses, we cannot assure that licenses will be offered or that terms of
any offered licenses will be acceptable to us. Our failure to obtain a license
for key intellectual property rights from a third-party for technology used by
us could cause us to incur substantial liabilities and to suspend the
manufacturing of products utilizing the technology. We believe that the ultimate
resolution of these matters will not harm our financial position, results of
operations, or cash flows.
WE MAY HAVE YEAR 2000 READINESS ISSUES.
We may discover Year 2000 readiness problems in our information technology
and non-information technology systems that will require substantial revision.
If we cannot fix or replace these systems before January 1, 2000, our operating
costs could be increased and we could experience business interruptions which
could harm our business.
Furthermore, the Year 2000 problem may impact other entities with which we
transact business, including suppliers, primary processing vendors and
customers, and we cannot predict the effect of the Year 2000 problem on these
entities or the resulting effect on us. As a result, if preventative and/or
corrective actions mainly by those with which we do business are not made in a
timely manner, the Year 2000 issue could harm our business, financial condition
and results of operations.
OUR STOCK PRICE MAY BE VOLATILE.
Announcements of developments related to our business, announcements by
competitors, quarterly fluctuations in our financial results, changes in the
general conditions of the highly dynamic industry in which we compete or the
national economies in which we do business, and other factors could cause the
price of our common stock to fluctuate, perhaps substantially. In addition, in
recent years the stock market has experienced extreme price fluctuations, which
have often been unrelated to the operating performance of affected companies.
These factors and fluctuations could have a material adverse effect on the
market price of our common stock.
FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD ADVERSELY AFFECT OUR
STOCK PRICE AND OUR ABILITY TO RAISE FUNDS IN NEW EQUITY OFFERINGS.
We cannot predict the effect, if any, that future sales of shares of our
common stock will have on the market price of our common stock. Sales of
substantial amounts of our common stock, or the perception that such sales could
occur, may adversely affect the prevailing market price for our common stock and
materially impair our future ability to raise capital through an offering of
equity securities.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares by the
selling stockholder but have agreed to bear all expenses of registration of the
shares under federal and state securities laws. See "Plan of Distribution."
DESCRIPTION OF CAPITAL STOCK
CAPITAL STOCK
Our authorized capital stock consists of 55,000,000 shares, consisting of
50,000,000 shares of common stock, par value $0.001 per share, and 5,000,000
shares of preferred stock, par value $0.001 per share. As of November 15, 1999,
there were 12,638,205 shares of common stock outstanding and no shares of
preferred stock outstanding.
Holders of our common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Subject to
preferences that may be applicable to any then outstanding preferred stock,
holders of our common stock are entitled to receive ratably such dividends as
may be declared by the board out of funds that are legally available. In the
event of a liquidation, dissolution or winding up of DSP Group, holders of our
common stock are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation of preferences of any outstanding shares of
preferred stock, if any. Holders of our common stock have no preemptive rights
or rights to convert their shares into any other securities. There are no
redemption or sinking fund provisions applicable to the common stock. All
outstanding shares of common stock are fully paid and nonassessable. The rights
of holders of common stock are subject to, and may be adversely affected by, the
rights of any series of preferred stock which we may issue in the future.
The board has the authority to issue from time to time up to 5,000,000
shares of preferred stock in one or more series and to fix the powers,
designations, preferences and relative, participating, optional or other rights
thereof, including dividend rights, conversion rights, voting rights, redemption
terms, liquidation preferences -- any or all of which may be greater than the
rights of the common stock -- and the number of shares constituting each such
series, without any further vote or action by our stockholders.
Certain features of our capital stock may have the effect of delaying or
preventing a change in control of DSP Group. See "-- Anti-Takeover Provisions."
ANTI-TAKEOVER PROVISIONS
DELAWARE TAKEOVER STATUTE
As a Delaware corporation, we are subject to the provisions of Section 203
of the Delaware General Corporation Law, as amended from time to time.
Section 203 provides, with certain exceptions, that a publicly-held
corporation is prohibited from engaging in a "business
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combination" with an "interested stockholder" for a period of three years
after the date of the transaction in which the person became an interested
stockholder unless:
- prior to such date, the board of directors of the corporation approved
either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder;
- upon completion of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned at
least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding for purposes of determining
the number of shares outstanding those shares owned (x) by persons who
are directors and also officers, and (y) by employee stock plans in
which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered
in a tender or exchange offer;
- on or subsequent to such date, the business combination is approved by
the board of directors and authorized at an annual or special meeting
of stockholders, and not by written consent, by the affirmative vote of
at least 66% of the outstanding voting stock that is not owned by
the interested stockholder.
A "business combination" includes mergers, asset sales and other
transactions resulting in a financial benefit to the interested stockholder.
Subject to certain exceptions, an "interested stockholder" is a person who,
together with affiliates and associates, owns, or within three years did own,
15% or more of the corporation's voting stock. Section 203 could have the effect
of delaying, deterring or preventing a future takeover or change in control of
DSP Group. It also may render the removal of directors and management more
difficult.
In addition, our certificate of incorporation and bylaws contain provisions
that are intended to enhance the likelihood of continuity and stability in the
composition of our board and of the policies formulated by our board which may
discourage a future unsolicited takeover of DSP Group. These provisions also may
have the effect of discouraging or preventing certain types of transactions
involving an actual or threatened change of control of DSP Group, including
unsolicited takeover attempts, even though such a transaction may offer our
stockholders the opportunity to sell their stock at a price above the prevailing
market price.
CERTIFICATE OF INCORPORATION AND BYLAWS
Certain provisions of our certificate of incorporation and bylaws could have
the effect of discouraging potential acquisition proposals or making a tender
offer or delaying or preventing a change of control of DSP Group.
STOCKHOLDERS' RIGHTS AGREEMENT
In June 1997, DSP Group adopted a Stockholders' Rights Agreement pursuant to
which one preferred share purchase right -- which we refer to in this prospectus
as a Right -- was distributed for each outstanding share of common stock. Each
Right entitles stockholders to buy one one-
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thousandth of a share of Series A preferred stock at a purchase price of
$70.00 upon certain events. The Rights expire on June 5, 2007, unless earlier
redeemed by us.
The Rights become exercisable if a person acquires 15% or more of our common
stock or announces a tender offer that would result in such person owning 15% or
more of our common stock, other than a person who has reported or is required to
report beneficial ownership of our common stock on Schedule 13G under the
Securities Exchange Act of 1934 with respect to whom the threshold is 20%.
However, we entered into a waiver with the selling stockholder to allow the
selling stockholder its present holdings of our common stock without the Rights
becoming exercisable. In the event the Rights become exercisable, the holder of
each Right, other than the person whose acquisition triggered the exercisability
of the Rights, will be entitled to purchase, at the Right's then-current
exercise price, a number of shares of our common stock having a market value of
twice the exercise price. In addition, if we were to be acquired in a merger or
business combination after the Rights became exercisable, each Right will
entitle its holder to purchase, at the Right's then-current exercise price,
stock of the acquiring company having a market value of twice the exercise
price. The Rights are redeemable by us at a price of $.01 per Right at any time
within ten days after a person has acquired 15%, or 20% in the case of a
Schedule 13G filer, or more of our common stock.
SHARES ELIGIBLE FOR FUTURE SALE
As of November 15, 1999, we had 12,638,205 shares of common stock
outstanding. There are approximately 2,923,757 shares of common stock reserved
for issuance under our stock option plans.
In general, under Rule 144 as currently in effect, a person, or persons
whose shares are aggregated in accordance with the Rule, who has beneficially
owned his or her shares for at least one year, as well as any persons who may be
deemed "affiliates" of DSP Group, as defined in the Securities Act, would be
entitled to sell within any three-month period a number of shares of common
stock that does not exceed the greater of 1% of the then outstanding number of
shares or the average weekly trading volume of the shares during the four
calendar weeks preceding each such sale. After shares are held for two years, a
person who is not deemed an "affiliate" of DSP Group is entitled to sell such
shares under Rule 144 without regard to the volume limitations. As defined in
Rule 144, an "affiliate" of an issuer is a person that directly or indirectly,
through the use of one or more intermediaries, controls, or is controlled by, or
is under common control with, such issuer.
No prediction can be made as to the effect, if any, that future sales of
shares of common stock, or the availability of shares for future sale, will have
on the market price prevailing from time to time. Sales of substantial amounts
of shares of common stock, including shares issued upon the exercise of options,
or the perception that such sales could occur, could adversely affect prevailing
market price of the shares.
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REGISTRATION RIGHTS
We have filed a registration statement on form S-3 of which this prospectus
is a part pursuant to our obligations with respect to the shares of common stock
held by the selling stockholder under the registration rights agreement, dated
February 2, 1999, which we entered into with the selling stockholder. The
following summary does not purport to be complete and is qualified in its
entirety by reference to the registration rights agreement.
Under the registration rights agreement, we agreed to file a registration
statement under the Securities Act to provide for the resale of the shares of
common stock purchased by the selling stockholder pursuant to a stock purchase
agreement, dated February 2, 1999. We agreed to bear the expenses of satisfying
the registration requirements resulting from the registration rights agreement,
including without limitation, all federal and blue sky registration and
qualification fees, printers' and accounting fees, fees and disbursements of
counsel for DSP Group and fees and disbursements of counsel for the selling
stockholder. These expenses, however, will not include any underwriters' or
brokers' fees, discounts and commissions. Registration of such shares does not
necessarily mean that any of such shares will be offered and sold by the selling
stockholder.
THE SELLING STOCKHOLDER
The selling stockholder beneficially owns an aggregate of 2,896,500 shares
of our common stock - representing approximately 23% of our outstanding common
stock as of November 15, 1999 - of which 2,300,000 shares are "restricted"
securities and were purchased pursuant to the stock purchase agreement referred
to above, and 596,500 shares were purchased on the open market. The 2,300,000
shares of our common stock may be offered for sale from time to time by the
selling stockholder after the effective date of this registration statement. As
the selling stockholder may sell all, or some or none of the 2,300,000 shares,
no estimate can be made of the aggregate number of shares of common stock that
are to be offered or that will be owned by the selling stockholder upon
completion of this offering.
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale from time to time by the
selling stockholder of up to 2,300,000 shares of our common stock.
The selling stockholder will act independently of DSP Group in making
decisions with respect to its sale of such shares.
The selling stockholder may sell or distribute some or all of the 2,300,000
shares from time to time through underwriters or dealers or brokers or other
agents or directly to one or more purchasers, in transactions, which may involve
block transactions, on Nasdaq, privately negotiated transactions or in the
over-the-counter market, or in a combination of such transactions. Such
transactions may be effected by the selling stockholder at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. Brokers,
dealers, agents or underwriters
13
<PAGE>
participating in such transactions as agent may receive compensation in the
form of discounts, concessions or commissions from the selling stockholder,
and if they act as agent for the purchaser of such shares, from such
purchaser. Usual and customary or specifically negotiated brokerage fees or
commissions may be paid by the selling stockholder in connection with such
sales.
The selling stockholder and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither DSP Group nor the selling stockholder can presently estimate the amount
of such compensation. We know of no existing arrangements between the selling
stockholder and any underwriter, broker, dealer or other agent relating to the
sale or distribution of the 2,300,000 shares.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of any of the 2,300,000 shares may not simultaneously
engage in market activities with respect to our common stock for a period of
nine business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the selling stockholder will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rules 10b-5, 10b-6 and 10b-7 which
provisions may limit the timing of purchases and sales of any of such shares by
the selling stockholder. All of the foregoing may affect the marketability of
our common stock.
We will pay all of the expenses incident to this offering of the 2,300,000
shares by the selling shareholder to the public, other than commissions and
discounts of underwriters, brokers, dealers or agents.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule incorporated by reference into our Annual
Report on Form 10-K for the year ended December 31, 1998, as set forth in
their report, which is incorporated by reference in this prospectus and
elsewhere in the registration statement. Our financial statements and
schedule are incorporated by reference in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered pursuant
to this prospectus will be passed upon for DSP Group by Morrison & Foerster LLP,
San Francisco, California.
WHERE YOU CAN FIND MORE INFORMATION ABOUT DSP GROUP
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file with the
14
<PAGE>
Securities and Exchange Commission at the its public reference rooms at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Securities and Exchange Commission's regional offices at Seven World
Trade Center, 13th Floor, New York, New York 10048, and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the
Securities and Exchange Commission at (800) SEC-0330 for further information
on the public reference rooms. The Securities and Exchange Commission also
maintains a Web site at www.sec.gov that contains reports, proxy and
information statements, and other information regarding registrants that file
electronically with the Securities and Exchange Commission.
Our common stock is listed on the Nasdaq National Market under the symbol
"DSPG," and our filings with the Securities and Exchange Commission also can be
read and obtained at the following Nasdaq address:
The Nasdaq Stock Market
Reports Section
1735 K Street, N.W.
Washington, D.C. 20006
We have filed a registration statement on form S-3 of which this prospectus
is a part and related exhibits and schedules with the Securities and Exchange
Commission under the Securities Act. The registration statement contains
additional information about us and the common stock being offered. You may view
the registration statement and exhibits on the Securities and Exchange
Commission's Web site. Also, you may inspect the registration statement,
including the exhibits and schedules, without charge at the office of the
Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and you may obtain copies from the Securities and Exchange Commission at
prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with it, which means that we can disclose
important information to you by referring to those documents. The information
incorporated by reference is an important part of this prospectus. Any statement
contained in a document which is incorporated by reference in this prospectus is
automatically updated and superseded if information contained in this
prospectus, or information that we later file with the Securities and Exchange
Commission, modifies or replaces that information.
The documents listed below have been filed by us under the Securities
Exchange Act of 1934, as amended, with the Securities and Exchange Commission
and are incorporated by reference in this prospectus:
a. Our annual report on Form 10-K for the year ended December 31, 1998;
b. Our quarterly report on Form 10-Q for the three months ended March 31,
1999;
c. Our quarterly report on Form 10-Q for the three months ended June 30,
1999;
15
<PAGE>
d. Our quarterly report on Form 10-Q for the three months ended
September 30, 1999;
e. The description of our common stock contained in our registration
statement on Form 8-A; and
f. Our proxy statement on Form 14A filed with the Securities and Exchange
Commission on June 21, 1999.
In addition, we incorporate by reference all documents filed by us with the
Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus.
To receive a free copy of any of the documents incorporated by reference in
this prospectus, other than exhibits, unless they are specifically incorporated
by reference in the documents, call or write to the Secretary, Moshe Zelnik, DSP
Group, Inc., 3120 Scott Boulevard, Santa Clara, CA 95054, telephone number (408)
986-4300.
You should rely only on the information incorporated by reference or
contained in this prospectus. We have not authorized anyone else to provide you
with different information. You should not assume that the information in this
prospectus is accurate as of any date other than the dates on the front of these
documents.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate, subject to future contingencies, of the
expenses to be incurred by the registrant in connection with the issuance and
distribution of the securities being registered:
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee............ $42,002.19
Legal Fees and Expenses*................................. 10,000
Accounting Fees and Expenses*............................ 10,000
Printing and Engraving Fees*............................. 5,000
Miscellaneous*........................................... 997.81
Total.................................................... $ 68,000
</TABLE>
- -------------------
*Estimated pursuant to instruction to Item 511 of Regulation S-K.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145(a) of the Delaware General Corporation Law (the "DGCL") provides
in relevant part that "a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful." With respect to
derivative actions, Section 145(b) of the DGCL provides in relevant part that
"[a] corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor. . . . [by
reason of his service in one of the capacities specified in the preceding
sentence] against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper."
II-1
<PAGE>
The registrant's Restated Certificate of Incorporation provides that each
person who is or was or who had agreed to become a director or officer of the
registrant or who had agreed at the request of the registrant's Board of
Directors or an officer of the registrant to serve as an employee or agent of
the registrant or as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified by the registrant to the full extent permitted by the DGCL or any
other applicable laws. Such Restated Certificate of Incorporation also provides
that the registrant may enter into one or more agreements with any person which
provide for indemnification greater than or different from that provided in such
Certificate, and that no amendment or repeal of such Certificate shall apply to
or have any effect on the right to indemnification permitted or authorized
thereunder for or with respect to claims asserted before or after such amendment
or repeal arising from acts or omissions occurring in whole or in part before
the effective date of such amendment or repeal.
The registrant's Bylaws provide that the registrant shall indemnify to the
full extent authorized by law any person made or threatened to be made a party
to an action or a proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he, his testator or intestate was or
is a director, officer or employee of the registrant or any predecessor of the
registrant or serves or served any other enterprise as a director, officer or
employee at the request of the registrant or any predecessor of the registrant.
The registrant has entered into indemnification agreements with its
directors and certain of its officers. In addition, the registration rights
agreement between the registrant and the selling shareholder provides for cross
indemnification for certain liabilities under the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, or other federal or
state law.
The registrant has purchased and maintains insurance on behalf of any person
who is or was a director or officer against loss arising from any claim asserted
against him and incurred by him in any such capacity, subject to certain
exclusions.
See also the undertakings set out in response to Item 17 herein.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
------- -------
<S> <C>
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page hereto)
</TABLE>
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
(a) 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(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 (a)(1)(i) and (a)(1)(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 with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 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) 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
Securities Exchange Act of 1934 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.
II-3
<PAGE>
(c) 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 Securities Act and will be governed by the final
adjudication of such issue.
(d) The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
of 1933 shall be deemed to be part of this registration statement as of the time
it was declared effective.
(e) The undersigned registrant hereby undertakes that for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on form S-3 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 November 29, 1999.
DSP GROUP, INC.
By: /s/ Igal Kohavi
--------------------------
Igal Kohavi
Chairman of the Board
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Igal Kohavi and Eliyahu
Ayalon as his true and lawful attorneys-in-fact and agents, jointly and
severally, with full power of substitution and resubstitution, for and in his
stead, in any and all capacities, to sign on his behalf this registration
statement on form S-3, and to execute any amendments thereto (including
post-effective amendments) or certificates that may be required in connection
with this registration statement, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with the Securities
and Exchange Commission and granting unto said attorneys-in-fact and agents,
jointly and severally, the full power and authority to do and perform each and
every act and thing necessary or advisable 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, jointly and severally, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on form S-3 has been signed by the following persons in
the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Igal Kohavi
------------------ Chairman of the Board November 29, 1999
Igal Kohavi
/s/ Eliyahu Ayalon
------------------ President, Chief Executive Officer and Director November 29, 1999
Eliyahu Ayalon
/s/ Moshe Zelnik Vice President of Finance, Chief Financial
------------------ Officer and Secretary November 29, 1999
Moshe Zelnik
------------------ Director
Zvi Limon
II-5
<PAGE>
/s/ Yair Shamir
------------------ Director November 29, 1999
Yair Shamir
------------------ Director
Saul Shani
/s/ Patrick Tanguy
------------------ Director November 29, 1999
Patrick Tanguy
/s/ Louis Silver
------------------ Director November 29, 1999
Louis Silver
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------------- ----------------------------------------------------------------
<S> <C>
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Ernst & Young LLP, independent auditors
23.2 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page hereto)
</TABLE>
<PAGE>
November 29, 1999
DSP Group, Inc.
3120 Scott Boulevard
Santa Clara, CA 95054
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-3 of DSP Group, Inc., a Delaware corporation (the "Company"), to be filed with
the Securities and Exchange Commission (the "Registration Statement"), relating
to the registration under the Securities Act of 1933, as amended, of up to
2,300,000 shares of the Company's Common Stock, $.001 par value per share (the
"Common Stock"), which is held by certain holders who have invoked their
contractual registration rights with the Company ("Demand Registration Stock").
The Demand Registration Stock may be sold to the public by the selling
stockholders named in the Registration Statement.
As counsel to the Company, we have examined the proceedings taken by
the Company in connection with the issuance of the Demand Registration Stock.
We are of the opinion that the shares of the Demand Registration Stock
issued, sold and delivered by the Company have been duly authorized and have
been legally issued, are fully paid and are 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, the prospectus constituting a part thereof and any supplements and
amendments thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
<PAGE>
Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of DSP Group, Inc. for
the registration of 2,300,000 shares of its common stock and to the
incorporation by reference therein of our report dated January 25, 1999 (except
for Note 9, as to which the date is February 18, 1999), with respect to the
consolidated financial statements of DSP Group, Inc. incorporated by reference
in its Annual Report (Form 10-K) for the year ended December 31, 1998, and the
related financial statement schedule included therein, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
Palo Alto, California
November 23, 1999
