<PAGE>
As filed with the Securities and Exchange Commission on December 11, 1998
Registration No. 333-
------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------
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.
1998 Non-Qualified 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)
Copy to:
Bruce P. Johnson, Esq.
VENTURE COUNSEL ASSOCIATES, LLP
1999 Harrison Street, Suite 1300
Oakland, California 94612
<PAGE>
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 1998 Non-Qualified
Stock Option Plan, under which 5,000,000 shares of Common Stock are available
(the "Plan").
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Proposed Proposed
Number of Maximum Maximum Amount
Title of Shares Offering Aggregate of
Securities to be to be Price Offering Registration
Registered Registered per Share(1) Price(1) Fee
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 5,000,000 $ 11.7133 $ 58,566,429 $ 16,282
$0.001 par
value per share
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
</TABLE>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee.
The price per share and aggregate offering price are based upon (a) the
actual exercise price for shares subject to outstanding options previously
granted under the Plan and (b) the average of the high and low prices of
the registrant's Common Stock as reported on the New York Stock Exchange on
December 9, 1998, which average price was $16.1875 per share, for shares
issuable under options available for grant under the Plan. The following
chart shows the calculation of the registration fee.
<TABLE>
<CAPTION>
NUMBER OF OFFERING PRICE AGGREGATE
TYPES OF SHARES SHARES PER SHARE OFFERING PRICE
<S> <C> <C> <C>
Shares subject to
outstanding stock options
under the Plans 2,267,976 $6.3236(i) $14,341,791
Shares remaining for
grants as options under
the Plan 2,732,024 $16.1875 $44,224,639
</TABLE>
(i) Weighted average exercise price based on stock option exercise prices
ranging from $6.125 to $10.50 per share.
2
<PAGE>
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, 1997, which was filed with the Securities and Exchange Commission
(the "Commission") on March 19, 1998.
(b) All other reports filed by the registrant since December 31, 1997,
with the Commission pursuant to Section 13 or 15(d) of the Securities 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.
Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides in relevant part that "a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
3
<PAGE>
administrative or investigative (other than an action by or in the right of
the corporation), by reason of the fact that he is or was a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful." With respect to derivative actions, Section 145(b) of the
DGCL provides in relevant part that "[a] corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor. . . . [by reason of his service in one of the
capacities specified in the preceding sentence] against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper."
The registrant's Certificate of Incorporation provides that each person who
is or was or who had agreed to become a director or officer of the registrant or
who had agreed at the request of the registrant's Board of Directors or an
officer of the registrant to serve as an employee or agent of the registrant or
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall be indemnified by the registrant
to the fullest extent permitted by the DGCL, or any other applicable laws. Such
Certificate of Incorporation also provides that the registrant may enter into
one or more agreements with any person which provides for indemnification
greater or different than that provided in such Certificate, and that no
amendment or repeal of such Certificate shall apply to or have any effect on the
right to indemnification permitted or authorized thereunder for or with respect
to claims asserted before or after such amendment or repeal arising from acts or
omissions occurring in whole or in part before the effective date of such
amendment or repeal.
The registrant's Bylaws provide that the registrant shall indemnify to the
fullest extent authorized by law any person made or threatened to be made a
party to an action or a proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he, his testator or intestate was or
is a director, officer or employee of the registrant or any predecessor of the
registrant or serves or served any other enterprise as a director, officer or
employee at the request of the registrant or any predecessor of the registrant.
The registrant has entered into indemnification agreements with its
directors and certain of its officers.
4
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The registrant has purchased and maintains insurance on behalf of any
person who is or was a director or officer against any loss arising from any
claim asserted against him and incurred by him in any such capacity, subject to
certain exclusions.
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.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Exhibit Description
- -------------- -------------------------------------------------------
<C> <S>
5 Opinion of Venture Counsel Associates, LLP as to the
legality of the securities being registered.
10.1 1998 Non-Qualified Stock Option Plan. (Filed as Exhibit
10.34 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998, as filed on
November 12, 1998, and incorporated herein by
reference).
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Venture Counsel Associates, LLP (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).
</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 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.
5
<PAGE>
(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 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
6
<PAGE>
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 December 10, 1998.
DSP COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/ Joseph Perl
--------------------------------------
Joseph Perl
President and Chief Executive Officer
7
<PAGE>
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
Each person whose signature appears below constitutes and appoints
Joseph Perl and Davidi Gilo, his true and lawful attorney-in-fact and agent,
each 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
- --------- ----- ----
<C> <S> <C>
/s/ Davidi Gilo Chairman of the Board of Directors December 10, 1998
- ------------------------ -----------------
Davidi Gilo
/s/ Joseph Perl President, Chief Executive Officer and December 10, 1998
- ------------------------ Director (Principal Executive Officer) -----------------
Joseph Perl
/s/ David Aber Chief Financial Officer (Principal December 10, 1998
- ------------------------ Financial & Accounting Officer) -----------------
David Aber
s/ Gerald Dogon Director December 10, 1998
- ------------------------ -----------------
Gerald Dogon
/s/ Lewis S. Broad Director December 10, 1998
- ------------------------ -----------------
Lewis S. Broad
/s/ Avraham Fischer Director December 10, 1998
- ------------------------ -----------------
Avraham Fischer
/s/ Andrew W. Schonzeit Director December 10, 1998
- ------------------------ -----------------
Andrew W. Schonzeit
/s/ Shigeru Iwamoto Director December 10, 1998
- ------------------------ -----------------
Shigeru Iwamoto
/s/ Neill H. Brownstein Director December 10, 1998
- ------------------------ -----------------
Neill H. Brownstein
</TABLE>
8
<PAGE>
EXHIBIT LIST
<TABLE>
<CAPTION>
Exhibit Number Exhibit Description
- -------------- ------------------------------------------------------------
<C> <S>
5 Opinion of Venture Counsel Associates, LLP as to the legality
of the securities being registered.
10.1 1998 Non-Qualified Stock Option Plan (Filed as Exhibit 10.34
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, as filed on November 12,
1998, and incorporated herein by reference).
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Venture Counsel Associates, LLP (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).
</TABLE>
9
<PAGE>
EXHIBIT 5
VENTURE COUNSEL ASSOCIATES, LLP
Attorneys at Law
Lake Merritt Plaza Building
1999 Harrison Street, Suite 1300
Oakland, California 94612
Telephone (510) 273-8750
Facsimile (510) 834-7440
December 10, 1998
DSP Communications, Inc.
20300 Stevens Creek Boulevard, 4th Floor
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, December 10, 1998 (the "Registration
Statement"). This is in connection with the registration under the
Securities Act of 1933, as amended, of five million (5,000,000) 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 five million
(5,000,000) Plan Shares to be issued under the Company's 1998 Non-Qualified
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 officials. Nothing has come to
our attention, however, which would lead us to question the accuracy or
completeness of such representations, warranties or statements.
<PAGE>
DSP Communications, Inc.
December 10, 1998
Page 2
RE: REGISTRATION STATEMENT ON FORM S-8
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 1998 Non-Qualified Stock Option
Plan, will be validly issued, fully paid and nonassessable.
We express no opinion concerning any law other than the General Corporation
Law of the State of Delaware. 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/ Venture Counsel Associates, LLP
VENTURE COUNSEL ASSOCIATES, LLP
<PAGE>
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. 1998 Non-Qualified
Stock Option Plan of our reports dated January 13, 1998 (except for Note 13,
as to which the date is February 9, 1998), 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, 1997, filed with
the Securities and Exchange Commission.
Palo Alto, California
December 4, 1998
