<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1996.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): OCTOBER 28, 1996
DSP COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-25622 77-0389180
(Commission File Number) (I.R.S. Employer Identification No.)
20300 STEVENS CREEK BOULEVARD, 95014
CUPERTINO, CALIFORNIA (Zip Code)
(Address of Principal Executive
Offices)
408/777-2700
(Registrant's Telephone Number, Including Area Code)
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<PAGE>
Item 5. OTHER EVENTS.
On October 28, 1996, DSP Communications, Inc., a Delaware corporation
("DSPC"), Proxim, Inc., a Delaware corporation ("Proxim"), and Data Merger
Corporation, a Delaware corporation and wholly-owned subsidiary of DSPC
("Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement")
providing for the merger of Proxim with and into Sub, with Proxim as the
surviving corporation. Under the terms of the Merger Agreement, Proxim
stockholders will receive 0.70 shares of DSPC common stock for each share of
Proxim common stock, subject to adjustments under certain conditions. The
merger is intended to qualify as a tax-free reorganization and a
pooling-of-interests for accounting and financial reporting purposes, and is
subject to certain conditions, including among other things the approval of
the respective stockholders of DSPC and Proxim.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
1.1 Form of Joint Press Release of DSP Communications, Inc. and Proxim, Inc.
issued on October 29, 1996.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DSP COMMUNICATIONS, INC.
Date: October 30, 1996 By: /s/ Gerald Dogon
----------------------------
Gerald Dogon
Executive Vice President and
Chief Financial Officer
3
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EXHIBIT 1.1
FOR RELEASE AT 6:00 AM EST, 10/29/96
FOR MORE INFORMATION, CONTACT:
Gerald Dogon Keith Glover Ditra Abad
CFO, DSPC CFO, PROXIM Neale-May & Partners
(408) 777-2718 (415) 960-1630 (415) 328-5555 x118
[email protected] [email protected] [email protected]
DSPC EXPANDS WIRELESS SOLUTION CAPABILITIES IN $400 MILLION
MERGER WITH PROXIM
Strategic Move Will Provide Customers with Cost-Effective,
Full-Function Integrated Voice and Data Solutions
CUPERTINO, CA (OCTOBER 29, 1996) - DSP Communications, Inc. (Nasdaq:
DSPC) and Proxim, Inc. (Nasdaq: PROX) announced today that their Boards of
Directors have approved a merger agreement pursuant to which DSPC will acquire
Proxim in a tax-free exchange of shares valued at approximately $400 million,
based upon the closing of DSPC common stock as of October 28, 1996.
Under the terms of the agreement, Proxim stockholders will receive
0.70 of a share of DSPC common stock for each outstanding share of Proxim common
stock upon closing of the merger, subject to adjustment under certain
conditions. The merger is intended to qualify as a tax-free reorganization and
a pooling-of-interests for accounting and financial reporting purposes. The
transaction is expected to close by the end of January, 1997, and is subject to
various conditions, including shareholder and requisite regulatory approval.
Based on the number of new shares to be issued by DSPC, and the closing price
for DSPC common stock on October 28, the combined company would have a market
capitalization of approximately $1.7 billion.
Proxim, based in Mountain View, CA, designs, manufactures and markets
high performance wireless local area data networking products based on spread
spectrum radio frequency technology. DSPC, headquartered in Cupertino, CA,
develops and markets chip sets and systems for the wireless personal
communications market. The merger represents an opportunity to combine world
leaders in these two complementary areas.
-- more --
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PAGE 2 . . . DSPC MERGES WITH PROXIM IN $400 MILLION DEAL.
One year ago, DSPC acquired CTP Systems Limited, a leader in wireless
voice for office and low mobility applications. Today's merger with Proxim, a
leader in wireless data networking, further extends DSPC's strength in both
wireless voice and data communications. In addition, Proxim's recognized
expertise in radio frequency and networking, combined with DSPC's world-leading
digital signal processing and software algorithm skills, and the extensive OEM
relationships enjoyed by both companies in Japan, the United States and Europe,
will result in the creation of a powerful new force in both the indoor and
outdoor wireless voice and data communications markets.
Davidi Gilo, Chairman of the Board of DSPC said, "Our organizations
are already leaders in their respective markets. Our cultural approach to both
technology and the market is quite similar. Furthermore, Proxim and our CTP
subsidiary address many of the same wireless markets, such as healthcare,
warehousing and campus environments. The merger presents us with an exceptional
opportunity to combine our talents and to move wireless voice and data
communications forward quickly and profitably."
"By joining forces," said David C. King, Chairman, President and CEO
of Proxim, "DSPC and Proxim can aggressively pursue new wireless technology
opportunities while maintaining a strong leadership position in digital cellular
communications and wireless local networking. This merger will enable both
companies to diversify more quickly into new high-growth markets."
Gilo went on to explain that, in the longer term, the combined
strengths of the two companies should help DSPC fulfill its strategic mission of
becoming the leader in wireless voice and data communications in both the indoor
and outdoor market arenas. "Not only do we benefit from the geographic
strengths of each company," said Gilo, "but we represent a new and powerful
entrant in the fast growing, highly profitable wireless data networking
business."
NOTE: A special joint conference call discussing this merger will be
held today, October 29, at 8:00 AM PST. Please call in at 1-800-553-0349 --
Domestic, and 1 (612) 288-0340 -- International.
-- more --
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PAGE 3 . . . DSPC MERGES WITH PROXIM IN $400 MILLION DEAL.
Oppenheimer and Company Inc. serve as the financial adviser to DSPC
for purposes of this transaction. UBS Securities serve as the financial adviser
to Proxim for purposes of this transaction.
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Proxim is headquartered in Mountain View, CA. It is the industry's
leading OEM supplier of spread spectrum wireless data networking products. With
the introduction of its RangeLAN2 product family in 1994, Proxim was first to
market with a 2.4 Ghz frequency hopping wireless LAN technology. Since that
time, RangeLAN2 technology has been selected by more than 50 wireless solution
providers worldwide including: AMP, Bass, Data General, Fujitsu, HBO & Company,
Intermac, LXE, Matsushita, NTT and Norand. In addition, RangeLAN2 was recently
honored as Editor's Choice in PC Magazine's comprehensive review of wireless LAN
products, as well as LAN Magazine's 1996 Wireless Networking Product of the
Year. Proxim's World Wide Web site can be found at http://www.proxim.com.
DSPC is a leading developer of chipsets and product for the wireless
personal communications services (PCS) market. Headquartered in Cupertino, CA,
the company develops, markets, licenses, and supports application-specific
integrated circuits (ASICs) and software based on digital signal processing
(DSP) technology for a variety of cellular and PCS applications. These
applications are supported by well-established standards such as Personal
Digital cellular (PDC); Time Division Multiple Access (TDMA); and Code division
Multiple Access (CDMA). DSPC's leading customers include Kenwood, Kyocera, NEC,
Pioneer, Sanyo and Sharp. Through its CTP Systems subsidiary, DSPC is also
introducing wireless PBX (private branch exchange) systems for the office
environment and other low-mobility and wireless local-loop applications. DSPC's
World Wide Web site can be found at http://www.dspc.com.
###
Editor's Note: All products and company names used herein are trademarks or
registered trademarks of their respective companies.
This press release may contain forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual future events
or results. Readers are referred to the documents filed by Proxim and DSPC with
the SEC, specifically the most recent reports on Form 10-K and 10-Q, which
identify important risk factors that could cause actual results to differ from
those contained in the forward-looking statements.
