SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment Number 2 to
Schedule 13D
Under the Securities Exchange Act of 1934
DSP Group, Inc.
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(Name of Issuer)
Common Stock, par value $.025 per share
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(Title of class of securities)
233328-10-6
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(CUSIP Number)
Magnum Technology, Ltd. Henry I. Rothman, Esq.
c/o Rothschild Corporate Fiduciary Parker Chapin Flattau & Klimpl, LLP
Services, Ltd. 1211 Avenue of the Americas
P.O. Box 472 New York, New York 10036
St. Peter's House 212-704-6000
Le Bordage
St. Peter Port, Guernsey
Channel Islands GY1 6AX
Attention: Mr. Nicholas Moss
(Persons Authorized to Receive Notices and Communications)
February 7, 2000
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(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(b)(3) or (4), check the following box [ ]
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CUSIP NO. 233328-10-6 13D PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Magnum Technology, Ltd.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
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3 SEC USE ONLY
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SOURCE OF FUNDS*
WC
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 BRITISH VIRGIN ISLANDS
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED
BY EACH REPORTING 2,896,500
PERSON ------------------------------------------------------
WITH
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
2,896,500
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10 SHARED DISPOSITIVE POWER
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
11 2,896,500
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 23.09%
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TYPE OF REPORTING PERSON*
IV
14
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 233328-10-6 13D PAGE 3 OF 6 PAGES
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock of DSP Group, Inc.. ("DSP").
DSP's executive offices are located at 3120 Scott Boulevard, Santa Clara,
California 95054.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Magnum Technology, Ltd. ("Magnum" or the
"Reporting Person"), a British Virgin Islands Corporation, Magnum is principally
engaged in making investments. The address of the principal business office of
Magnum is St. Peter's House, Le Bordage, St. Peter Port, Guernsey, Channel
Islands.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) During the last five years, neither the Reporting
Person nor any executive officer or director of the
Reporting Person has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Reporting
Person nor any executive officer or director of the
Reporting Person has been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such
person or entity was or is 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 findings of any
violation with respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
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CUSIP NO. 233328-10-6 13D PAGE 4 OF 6 PAGES
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ITEM 4. PURPOSE OF TRANSACTION
The purpose of the previous acquisitions by the Reporting Person was to purchase
the shares of Common Stock of DSP ("Shares") for investment purposes. Pursuant
to a Stock Purchase Agreement between DSP and the Reporting Person dated as of
February 2, 1999 (the "Stock Purchase Agreement"), the Reporting Person
designated two persons to DSP's Board of Directors and has the right to continue
to designate two persons as long as the Reporting Person's ownership of DSP does
not fall below (i) 7% of the issued and outstanding Common Stock of DSP (without
giving effect to shares of Common Stock issued upon exercise of stock options)
and (ii) 821,276 shares of the Common Stock of DSP (subject to appropriate
adjustment in the event of recapitalization, spin-off, stock split, reverse
stock split or other similar transaction). In the event the Reporting Person's
ownership of Common Stock of DSP falls below the levels described in the
preceding sentence, the Reporting Person may only designate one director to its
Board of Directors.
Pursuant to the Stock Purchase Agreement, the Reporting Person
may sell some of the Shares commencing February 2, 2000 as more specifically
described in Item 6 herein. Furthermore, the Reporting Person reviews from time
to time the performance of its investments and, therefore, may, from time to
time, subsequent to February 1, 2000, acquire securities of DSP not to exceed
35% of the outstanding Common Stock of DSP or dispose of securities of DSP.
Except as may be provided herein or in the Stock Purchase
Agreement, the Reporting Person does not have any other plans or proposals which
would result in: (i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation of DSP or any of its subsidiaries; (ii) a sale or
transfer of a material amount of assets of DSP or any of its subsidiaries; (iii)
any change in the present board of directors or management of DSP, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; (iv) any material change in the present
capitalization or dividend policy of DSP; (v) any other material change in DSP's
business or corporate structure, (vi) any changes in DSP's charter, by-laws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of DSP by any person; (vii) causing a class of securities
of DSP to be delisted from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (viii) causing a class of equity securities of
DSP to become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to
any of those enumerated above.
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CUSIP NO. 233328-10-6 13D PAGE 5 OF 6 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Number of Percent of
Name Shares Class
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Magnum Technology, Ltd. 2,896,500 23.09%
The Reporting Person has not purchased shares of Common Stock of DSP
during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person has agreed that so long as it owns at least 15%
of the outstanding shares of Common Stock of the Company (without giving effect
to shares of Common Stock issued upon exercise of stock options after February
2, 1999), or a designee of the Reporting Person is a director of DSP, the
Reporting Person will vote for the slate of nominees recommended by the Board of
Directors of DSP for election as directors at each annual meeting of
stockholders of DSP. The Reporting Person also agreed, pursuant to the Stock
Purchase Agreement, that without the prior written consent of DSP (i) for a
period commencing on February 2, 1999 and ending the day immediately prior to
the first anniversary of such date, the Reporting Person will not sell, transfer
or otherwise dispose of any of the Shares or any other shares of Common Stock
owned by the Reporting Person and (ii) from the period commencing on February 2,
2000 and ending on August 2, 2000 the Reporting Person will dispose the Shares
or any shares of Common Stock of DSP owned by it only up to the volume limits
set forth in Rule 144(e)(i) of the Securities Act of 1933, as amended, provided,
however, the Reporting Person has agreed that it will not dispose any of the
Shares or any other shares of Common Stock of DSP owned by the Reporting Person
during any period in which directors of DSP are subject to a "blackout period"
or other prohibitions against the sale or disposition of Common Stock. To the
knowledge of the Reporting Person on the date hereof, except to the extent set
forth herein or in the Exhibit herewith, the Reporting Person does not have any
other contracts, arrangements, understandings or relationship (legal or
otherwise) with any person with respect to securities issued by DSP, including,
but not limited to, transfer or voting of any such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees or
profits, divisions or profits or loss or the giving or withholding of proxies.
A summary of the Stock Purchase Agreement, which is incorporated herein
by reference, is provided in Item 4 herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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CUSIP NO. 233328-10-6 13D PAGE 6 OF 6 PAGES
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the Reporting Person certifies that the information set forth in this statement
is true, complete and correct.
Dated: February 7, 2000
MAGNUM TECHNOLOGY, LTD.
FIRST BOARD LIMITED
(Director of Reporting Person)
By: /s/ Nicholas Moss
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Name: Nicholas Moss
Title: Director of First Board Limited
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