SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
DSP COMMUNICATIONS, INC.
(NAME OF SUBJECT COMPANY)
DSP COMMUNICATIONS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
23332K106
((CUSIP) NUMBER OF CLASS OF SECURITIES)
STEPHEN P. PEZZOLA, ESQ.
GENERAL COUNSEL AND CORPORATE SECRETARY
DSP COMMUNICATIONS, INC.
20300 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014
(408) 777-2700
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICE AND COMMUNICATION ON BEHALF OF THE PERSON(S) FILING STATEMENT).
WITH A COPY TO:
KENTON J. KING, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
525 UNIVERSITY AVENUE, SUITE 220
PALO ALTO, CALIFORNIA 94301
(650) 470-4500
INTRODUCTION
DSP Communications, Inc. (the "Company"), a Delaware corporation,
hereby amends and supplements its Solicitation/Recommendation Statement on
Schedule 14D-9 initially filed with the Securities and Exchange Commission
on October 20, 1999, relating to the offer (the "Offer") by CWC Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of Intel
Corporation, a Delaware corporation ("Parent"), to purchase all of the
issued and outstanding common stock, par value $.001 per share, of the
Company, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated October 20, 1999 and the related Letter of
Transmittal dated October 20, 1999.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented as follows:
On November 4, 1999, the Company and Parent issued a joint press
release, a copy of which is attached hereto as Exhibit 29 and is
incorporated herein by reference, announcing that they have received the
approval from the Israeli Office of the Chief Scientist for the indirect
acquisition of the Company's Israeli subsidiaries by Parent or an
affiliated company pursuant to the Offer. In addition, the Investment
Center of the Israeli Ministry of Industry and Trade notified the Company
that its approval is not required for the acquisition of the Company by
Parent, as this transaction does not result in a change in the direct
ownership of the Company's Israeli subsidiaries. The Company and Parent
also announced they received approvals from the Director General of the
Israeli Antitrust Authority, thereby completing all Israeli governmental
approvals of the transaction.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
Exhibit 29 Press release issued by DSP Communications, Inc. and
Intel Corporation, dated November 4, 1999.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DSP COMMUNICATIONS, INC.
By: /s/ Stephen P. Pezzola
-------------------------------
Name: Stephen P. Pezzola
Title: General Counsel and Corporate
Secretary
Dated: November 9, 1999
EXHIBIT INDEX
Exhibit 29: Press release issued by DSP Communications, Inc. and
Intel Corporation, dated November 4, 1999.
INTEL CORPORATION AND DSP COMMUNICATIONS, INC.
ANNOUNCE RECEIPT OF ISRAELI REGULATORY APPROVALS
SANTA CLARA, Calif., Nov. 4, 1999 -- Intel Corporation and DSP
Communications, Inc. (DSPC) announced today they have received the approval
from the Israeli Office of the Chief Scientist for the indirect acquisition
of DSPC's Israeli subsidiaries by Intel or an affiliated company, through
the previously announced acquisition of DSPC by Intel.
In addition, the Investment Center of the Israeli Ministry of Industry and
Trade notified DSPC that its approval is not required for the acquisition
of DSPC by Intel, as this transaction does not result in a change in the
direct ownership of DSPC's Israeli subsidiaries.
DSPC and Intel also announced they received approvals from the Director
General of the Israeli Antitrust Authority, thereby completing all Israeli
governmental approvals of the transaction.
As previously announced, on October 20, 1999, CWC Acquisition Corporation,
a wholly owned subsidiary of Intel, commenced an all-cash tender offer for
all of the shares of common stock of DSPC for $36.00 per share. The tender
offer will expire at midnight, New York City time, on Wednesday, Nov. 17,
1999, unless the offer is extended. The companies anticipate they will have
all the necessary regulatory clearances by Nov. 17.
Headquartered in Silicon Valley, DSPC is a leading independent developer
and supplier of form-fit reference designs, chipsets and software to mobile
phone manufacturers. DSPC develops, markets, licenses, and sells
application specific integrated circuits (ASICs) based on digital signal
processing (DSP) technology, software stacks, and reference design
development kits for advanced wireless voice and data communications
applications. DSPC wireless technology products support leading global
standards for CDMA, TDMA, and PDC, and will also support emerging third
generation (3G) standards such as Wideband CDMA and cdma2000. The company's
customers include Cadence, Denso, Kenwood, Kyocera, Kokusai, Lucent
Technologies, Motorola, NEC, Philips, Pioneer, SANYO, Sharp, and SK
Teletech. DSPC maintains a presence worldwide with offices in the United
States, Japan, Israel, and Canada. DSPC stock is traded on the New York
Stock Exchange under the symbol DSP. For more information, please visit
http://www.dspc.com.
Intel, the world's largest chip maker, is also a leading manufacturer of
computer, networking and communications products. Additional information
about Intel is available at www.intel.com/pressroom.
*Third party marks and brands are property of their respective holders.
