SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment Number 5 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 LLP
Services, Ltd. The Chrysler Building
P.O. Box 472 405 Lexington Avenue
St. Peter's House New York, New York 10036
Le Bordage 212-704-6000
St. Peter Port, Guernsey
Channel Islands GY1 6AX
Attention: Mr. Nicholas Moss
(Persons Authorized to Receive Notices and Communications)
October 31, 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 7 Pages
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1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Magnum Technology, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,935,000
OWNED BY ------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 1,000,000 (held of record by Magnum Telecom
WITH Limited, a wholly owned subsidiary)
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9 SOLE DISPOSITIVE POWER
1,935,000
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10 SHARED DISPOSITIVE POWER
1,000,000 (held of record by Magnum Telecom
Limited, a wholly owned subsidiary)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
2,935,000 (1,000,000 of which is beneficially owned indirectly)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
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14 TYPE OF REPORTING PERSON*
IV
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 233328-10-6 13D Page 3 of 7 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.
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
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CUSIP No. 233328-10-6 13D Page 4 of 7 Pages
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"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) 1,642,552 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 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, 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 7 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. 2,935,500 (including 10.9%
1,000,000
shares of Common
Stock held of record by
Magnum Telecom Limited)
During the past 60 days the Reporting Person has effected the following
transaction:
On October 31, 2000 the Reporting Person transferred 1,000,000 shares
of Common Stock of DSP to Magnum Telecom Limited, its wholly-owned subsidiary,
for no consideration.
The Reporting Person disposed of 1,000,000 shares of Common Stock of
DSP on August 30, 2000 on the open market at a sale price of $45.875 per share
of Common Stock.
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 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.
On October 31, 2000, Magnum Telecom Limited ("Magnum Telecom") entered
into a Sponsor Pledge and Security Agreement (the "SPA") with certain other
sponsors in favor of The Chase Manhattan Bank (the "Bank"), acting as collateral
agent. Pursuant to the SPA, Magnum Telecom has granted to the Bank a securing
interest and continuing lien on all of Magnum Telecom's right, title and
interest in and to 800,000 shares of Common Stock of DSP securing Magnum
Telecom's obligations to provide certain capital contributions pursuant to a
certain Capital Contribution Agreement as shareholder of Global Village Telecom
LTDA.
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.
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CUSIP No. 233328-10-6 13D Page 6 of 7 Pages
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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
Exhibit 1 - Form of Sponsor Pledge and Security Agreement
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CUSIP No. 233328-10-6 13D Page 7 of 7 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: December 8, 2000
MAGNUM TECHNOLOGY, LTD.
FIRST BOARD LIMITED
(Director of Reporting Person)
By: /s/ Vince Aylward
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Name: Vince Aylward
Title: Director of First Board Limited
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