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As filed with the Securities and Exchange Commission on January 16, 1997
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.
1996 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)
Telephone Number (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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This Registration Statement shall become effective immediately upon filing
with the Securities and Exchange Commission, and sales of the registered
securities will thereafter be effected upon option exercises under the 1996
Stock Option Plan, under which 3,000,000 shares of Common Stock are available
(the "Plan").
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
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
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Common Stock, 3,000,000 $23.125 $69,375,000 $21,023
$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
January 13, 1997, which average was $23.125.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (d) below are incorporated by
reference in this Registration Statement.
(a) The registrant's annual report on Form 10-K for the year ended
December 31, 1995, which was filed with the Securities and Exchange
Commission (the "Commission") on April 1, 1996, as amended by a Form 10-K/A
filed with the Commission on April 5, 1996.
(b) All other reports filed by the registrant since December 31, 1995,
with the Commission pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act").
(c) The description of securities to be registered contained in the
Registration Statement filed with the Commission on Form 8-A under the
Exchange Act and declared effective on March 7, 1995, including any amendment
or reports filed for the purpose of updating such description.
(d) All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered
have been sold or which de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant's Amended and 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
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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 redemptions 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. The 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.
There is no pending litigation or proceeding involving a director,
officer, employee or other agent of the registrant as to which
indemnification is being sought, nor is the registrant aware of any pending
or threatened litigation that may result in claims for indemnification by any
director, officer, employee or other agent.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)
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ITEM 8. EXHIBITS.
Exhibit Number Exhibit Description
- -------------- ---------------------------------------------------------
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 Registration
Statement).
24 Power of Attorney (set forth on the signature page of
this Registration Statement).
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 to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "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 in the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
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Commission such indemnification is against public policy as expressed in the
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 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 Act
and will be governed by the final adjudication of such issue.
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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 January 14,
1997.
DSP COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/ Davidi Gilo
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Davidi Gilo
Chairman of the Board
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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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Davidi Gilo Chairman of the Board of Directors January 14, 1997
- ------------------ ----------------
Davidi Gilo
/s/ Nathan Hod President, Chief Executive Officer and January 14, 1997
- ------------------ Director (Principal Executive Officer) ----------------
Nathan Hod
/s/ Gerald Dogon Executive Vice President and Chief January 14, 1997
- ----------------- Financial Officer (Principal Financial ----------------
Gerald Dogon & Accounting Officer)
/s/ Lewis S. Broad Director January 14, 1997
- ------------------
Lewis S. Broad ------------------
- ------------------ Director
Avraham Fischer -----------------
/s/ Andrew W. Schonzeit Director January 14, 1997
- ---------------------- ----------------
Andrew W. Schonzeit
/s/ Shigeru Iwamoto Director January 14, 1997
- ------------------ ----------------
Shigeru Iwamoto
/s/ Neill H. Brownstein Director January 14, 1997
- ----------------------- ----------------
Neill H. Brownstein
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</TABLE>
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EXHIBIT LIST
EXHIBIT NUMBER EXHIBIT DESCRIPTION
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 Registration Statement).
24 Power of Attorney (set forth on the signature page of this
Registration Statement).
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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
January 14, 1997
DSP Communications, Inc.
20300 Stevens Creek Boulevard, 4th Flr.
Cupertino, CA 95014
RE: 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 Registration
Statement on Form S-8 to be filed by the Company with the Securities and
Exchange Commission on, or about, January 16, 1997 (the "Registration
Statement"). This is in connection with the registration under the Securities
Act of 1933, as amended, of three million (3,000,000) 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 three
million (3,000,000) Plan Shares to be issued under the Company's 1996 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 statements as to factual matters made
by the Company, its officers and employees, and public
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DSP Communications, Inc.
January 14, 1997
Page 2
RE: REGISTRATION STATEMENT ON FORM S-8
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 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 1996 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
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 the Registration Statement
(Form S-8) pertaining to the DSP Communications, Inc. 1996 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 schedule 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
January 14, 1997
