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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): November 18, 1999
DSP COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-25622 77-0389180
(Commission File Number) (IRS Employer Identification No.)
20300 Stevens Creek Boulevard
Cupertino, California
95014
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 777-2700
Not Applicable
(Former name or former address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On November 18, 1999, Intel Corporation, a Delaware corporation
("Parent"), through CWC Acquisition Corporation, a Delaware corporation and a
wholly owned subsidiary of Parent ("Purchaser"), accepted for purchase
approximately 41.9 million shares of the common stock, par value $.001 per share
(the "Shares"), of DSP Communications, Inc., a Delaware corporation (the
"Company"), that had been validly tendered and not withdrawn pursuant to
Purchaser's tender offer for all of the outstanding Shares at $36.00 per Share,
net to the seller in cash (the "Offer"). The Offer was made pursuant to an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 13,
1999, by and among the Company, Parent and Purchaser, which provides for, among
other things, the making of the Offer by Purchaser and, following the
consummation of the Offer, the merger of Purchaser with and into the Company.
The Shares purchased pursuant to the Offer constitute approximately 97%
of the Shares issued and outstanding. The aggregate purchase price for the
Shares purchased pursuant to the Offer was approximately $1.5 billion.
In accordance with the terms of the Merger Agreement, effective upon
payment being made for the Shares, Lewis S. Broad, Andrew W. Schonzeit and
Avraham Fischer have resigned from the Board of Directors of the Company, and
Cary I. Klafter, Suzan A. Miller and Tiffany Doon Silva have been appointed to
fill the resulting vacancies. Davidi Gilo and Neill Brownstein will remain on
the Board of Directors of the Company until consummation of the Merger of
Purchaser with and into the Company, which is expected to occur on or about
November 19, 1999.
To the knowledge of the Company, except as set forth herein, there are
no arrangements, including any pledge by any person of securities of the
Company, the operation of which may at a subsequent date result in a further
change in control of the Company.
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SIGNATURE
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.
Date: November 18, 1999
DSP COMMUNICATIONS, INC.
By: /s/ Stephen P. Pezzola
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Name: Stephen P. Pezzola
Title: General Counsel and Secretary
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