<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 25, 2000.
REGISTRATION NO. 333-______
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.
1998 NON-OFFICER EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
Eliyahu Ayalon
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
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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Calculation of Registration Fee
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Securities Number of shares Offering Price Per Aggregate Amount of
to be Registered to be Registered Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 1,200,000 $55.8125* $66,975,000 $17,681.40
- ------------------------------------------------------------------------------------------------
</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 price
per share of DSP Group, Inc.'s Common Stock on the Nasdaq National Market on
April 21, 2000.
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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.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
DSP Group, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed
with the Securities and Exchange Commission (the "SEC").
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed with the SEC on March 30, 2000,
which includes audited financials for the Registrant's latest
fiscal year.
(b) The Registrant's Proxy Statement on Schedule 14A filed with the
SEC on April 17, 2000.
(c) The Registrant's Registration Statement No. 001-13065 on Form
8-A filed with the SEC on June 6, 1997, in which there is
described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 (the "1934 Act") after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
II-1
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law.
Delaware law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as
directors, except liability for (i) any breach of their duty of loyalty to
the corporation or its stockholders, (ii) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
unlawful payments of dividends or unlawful stock repurchases or redemption,
or (iv) any transaction from which the director derived an improper personal
benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify
its directors and executive officers and may indemnify its other officers and
employees and other agents to the fullest extent permitted by law. The
Registrant believes that indemnification under its Bylaws covers at least
negligence and gross negligence on the part of indemnified parties. The
Registrant's Bylaws also permit it to secure insurance on behalf of any
officer, director, employee or other agent for any liability arising out of
his or her actions in such capacity, regardless of whether the Bylaws would
permit indemnification.
The Registrant has entered into agreements to indemnify its
directors and executive officers, in addition to indemnification provided for
in the Registrant's Bylaws. These agreements, among other things, indemnify
the Registrant's directors and executive officers for certain expenses
(including attorneys' fees), judgments, fines and settlement amounts incurred
by any such person in any action or proceeding, including any action by or in
the right of the Registrant, arising out of such person's services as a
director or executive officer of the Registrant, any subsidiary of the
Registrant or any other company or enterprise to which the person provides
services at the request of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ------------ -----------
<S> <C>
5.1 Opinion of Morrison & Foerster LLP as to the legality of the securities
being registered.
23.1 Consent of Kost, Forer & Gabbay, a member of Ernst & Young International,
independent auditors.
II-2
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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).
99.1 DSP Group, Inc. 1998 Non-Officer Employee Stock Option
Plan (filed as Exhibit 10.23 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1998, and incorporated
herein by reference).
</TABLE>
ITEM 9. 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, as amended (the
"1933 Act"), (ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement, provided, however, that clauses (1)(i) and (1)(ii)
shall 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 SEC by the Registrant pursuant to Section 13
or Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that, for the purpose of determining any
liability under the 1933 Act, 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; and (3) to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold upon the termination of the Registrant's
1998 Non-Officer Employee Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this 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.
C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnity provisions summarized in Item 6
above, or otherwise, the Registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
1933 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
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<PAGE>
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 1933 Act and will be governed by the final
adjudication of such issue.
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 April 17, 2000.
DSP GROUP, INC.
By: /s/ ELIYAHU AYALON
-------------------------
Eliyahu Ayalon
Chairman of the Board and
Chief Executive Officer
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<PAGE>
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
Each person whose signature appears below constitutes and appoints
Eliyahu Ayalon and Moshe Zelnik, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ ELIYAHU AYALON
- --------------------- Chairman of the Board and Chief Executive April 17, 2000
Eliyahu Ayalon Officer (Principal Executive Officer)
/s/ MOSHE ZELNIK
- --------------------- Vice President of Finance, Chief Financial April 17, 2000
Moshe Zelnik Officer and Secretary (Principal Financial
Officer and Principal Accounting Officer)
/s/ ZVI LIMON
- --------------------- Director April 17, 2000
Zvi Limon
/s/ YAIR SHAMIR
- --------------------- Director April 17, 2000
Yair Shamir
/s/ SAUL SHANI
- --------------------- Director April 17, 2000
Saul Shani
/s/ LOUIS SILVER
- --------------------- Director April 17, 2000
Louis Silver
/s/ PATRICK TANGUY
- --------------------- Director April 17, 2000
Patrick Tanguy
</TABLE>
II-5
<PAGE>
EXHIBIT 5.1
April 24, 2000
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 1,200,000 shares of the
Company's common stock, $0.001 par value per share (the "Common Stock").
As counsel to the Company, we have examined the proceedings taken by the
Company in connection with the reservation of the 1,200,000 shares of the
Common Stock to be issued pursuant to the Company's 1998 Non-Officer Employee
Stock Option Plan.
It is our opinion that the 1,200,000 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 further amendments thereto.
Very truly yours,
/s/ MORRISON & FOERSTER LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF KOST, FORER & GABBAY,
A MEMBER OF ERNST & YOUNG INTERNATIONAL, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1998 Non-Officer Employee Stock Plan
of DSP Group, Inc. of our report dated January 23, 2000 (except for Note 9,
as to which the date is March 1, 2000), 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, 1999 and the
related financial statement schedules included therein, filed with the
Securities and Exchange Commission.
KOST FORER & GABBAY,
a member of Ernst & Young International
Tel Aviv, Israel
April 18, 2000
