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As filed with the Securities and Exchange Commission on September 12, 1996
Registration No. 33-95886
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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DSP COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0389180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20300 Stevens Creek Boulevard
Cupertino, California 95014
(Address of Principal Executive Offices) (Zip Code)
DSP Communications, Inc.
1995 Director Stock Option Plan
(Full title of the Plan)
Davidi Gilo
Chairman of the Board
DSP COMMUNICATIONS, INC.
20300 Stevens Creek Boulevard
Cupertino, California 95014
(Name and address of agent for service)
(408) 777-2700
(Telephone number, including area code, of agent for service)
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Copy to:
Donald C. Reinke, Esq.
PEZZOLA & REINKE
1999 Harrison Street, Suite 1300
Oakland, California 94612
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Number of Maximum Maximum Amount
Title of Shares Offering Aggregate of
Securities to to be Price Offering Registration
be Registered Registered per Share(1) Price(1) Fee
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Common Stock, 100,000 $48.125 $4,812,500 $1,660
$0.001 par
value per share
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(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purposes of calculating the registration fee.
Computation based upon the average of the high and low prices of the
registrant's Common Stock as reported on the Nasdaq National Market on
September 9, 1996, which average was $48.125.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the registrant's Registration Statement on Form S-8 (File
No. 33-95886), filed with the Securities and Exchange Commission on August 22,
1995, are incorporated by reference herein.
ITEM 8. EXHIBITS.
Exhibit Number Exhibit Description
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5 Opinion of Pezzola & Reinke as to the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Pezzola & Reinke (contained in the opinion of
counsel filed as Exhibit 5 to this Amendment No. 1 to the
Registration Statement).
24 Power of Attorney (set forth on the signature page of
this Amendment No. 1 to the Registration Statement).
3
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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 Cupertino, State of California, on September 12,
1996.
DSP COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/ Davidi Gilo
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Davidi Gilo
Chairman of the Board
4
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POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
Each person whose signature appears below constitutes and appoints Davidi
Gilo, Nathan Hod and Gerald Dogon, 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 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 dates indicated.
Signature Title Date
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/s/ Davidi Gilo Chairman of the Board September 12, 1996
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Davidi Gilo of Directors
/s/ Nathan Hod President, Chief Executive September 12, 1996
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Nathan Hod Officer and Director
(Principal Executive Officer)
/s/ Gerald Dogon Executive Vice President September 12, 1996
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Gerald Dogon and Chief Financial Officer
(Principal Financial
& Accounting Officer)
/s/ Lewis S. Broad Director September 12, 1996
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Lewis S. Broad
/s/ Avraham Fischer Director September 12, 1996
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Avraham Fischer
/s/ Andrew W. Schonzeit Director September 12, 1996
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Andrew W. Schonzeit
/s/ Shigeru Iwamoto Director September 12, 1996
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Shigeru Iwamoto
/s/ Neill H. Brownstein Director September 12, 1996
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Neill H. Brownstein
5
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EXHIBIT INDEX
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Exhibit Number Exhibit Description
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5 Opinion of Pezzola & Reinke as to the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Pezzola & Reinke (contained in the opinion of
counsel filed as Exhibit 5 to this Amendment No. 1 to the
Registration Statement).
24 Power of Attorney (set forth on the signature page of this
Amendment No. 1 to the Registration Statement).
6
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EXHIBIT 5
PEZZOLA & REINKE
A Professional Corporation
Counselors at Law
Lake Merritt Plaza Building
1999 Harrison Street, Suite 1300
Oakland, California 94612
Telephone (510) 273-8750
Facsimile (510) 834-7440
September 12, 1996
DSP Communications, Inc.
20300 Stevens Creek Boulevard, 4th Flr.
Cupertino, CA 95014
RE: AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
As general counsel to DSP Communications, Inc., a Delaware corporation (the
"Company"), we have been asked by the Company to review the Amendment No. 1 to
Registration Statement on Form S-8 (No. 33-95886) to be filed by the Company
with the Securities and Exchange Commission on, or about, September 12, 1996
(the "Registration Statement"). This is in connection with the registration
under the Securities Act of 1933, as amended, of one hundred thousand (100,000)
additional shares of the Company's Common Stock, $0.001 par value per share (the
"Plan Shares"), none of which are presently issued and outstanding.
As your general counsel, we have examined the proceedings and such other
documents as we have deemed necessary relating to the issuance of one hundred
thousand (100,000) additional Plan Shares to be issued under the Company's 1995
Director Stock Option Plan.
In rendering this opinion, we have assumed, without investigation, the
genuineness of all signatures; the correctness of all certificates; the
authenticity of all documents submitted to us as originals; the conformity to
original documents of all documents submitted to us as certified, photostatic or
facsimile copies and the authenticity of the originals of such copies; and the
accuracy and completeness of all records made available to us by, or on behalf
of, the Company. In addition, we have assumed, without investigation, the
accuracy of the representations and
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DSP Communications, Inc.
September 12, 1996
Page 2
Re: Registration Statement on Form S-8
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statements as to factual matters made by the Company, its officers and
employees, and public officials. Nothing has come to our attention, however,
which would lead us to question the accuracy or completeness of such
representations, warranties or statements.
In rendering the opinion hereinafter expressed, we have examined and relied
upon such documents and instruments as we have deemed necessary and appropriate.
It is our opinion that the Plan Shares, when subsequently issued upon payment
therefor in accordance with the terms of the 1995 Director Stock Option Plan,
will be validly issued, fully paid and nonassessable.
We are admitted to practice law only in the State of California, and we
express no opinion concerning any law other than the law of the State of
California. This opinion is intended solely for your benefit and is not to be
made available to or be relied upon by any other person, firm, or entity without
our prior written consent.
We consent to the use of this opinion as an Exhibit to the Registration
Statement, and further consent to all references to this Firm in the
Registration Statement and any amendments thereto.
Very truly yours,
/s/ Pezzola & Reinke, APC
PEZZOLA & REINKE
A Professional Corporation
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement (Form S-8 No. 33-95886) pertaining to the DSP
Communications, Inc. 1995 Director Stock Option Plan of our report dated January
23, 1996 (except for Note 13 as to which the date is February 29, 1996), with
respect to the consolidated financial statements and schedules of DSP
Communications, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
September 12, 1996
