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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 10, 1999
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DSP COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-25622 77-0389180
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
20300 Stevens Creek Boulevard, Cupertino, California 95014
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code (408) 777-2700
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Item 5. Other Items.
1. Filed herewith as Exhibit 99.1 is a press release issued on October
14, 1999 by DSP Communications, Inc. (the "Company") and Intel Corporation
("Parent") announcing the execution of the Agreement and Plan of Merger,
dated as of October 13, 1999 (the "Merger Agreement"), by and among the
Company, Parent and CWC Acquisition Corporation, a wholly owned subsidiary of
Parent ("Purchaser"). The Merger Agreement provides for Purchaser to
commence a cash tender offer (the "Offer") on October 20, 1999 for all of the
shares of common stock, par value $0.001 per share (collectively, the
"Shares"), of the Company at a price of $36.00 per Share, net to the seller
in cash, upon the terms and subject to the conditions to be contained in
Purchaser's Offer to purchase. The Merger Agreement further provides that,
as soon as practicable after the satisfaction or waiver of the conditions set
forth in the Merger Agreement (including, without limitation, the
consummation of the Offer), and in accordance with the relevant provisions of
the Delaware General Corporation Law, as amended (the "DGCL"), Purchaser will
be merged (the "Merger") with and into the Company. Following the
consummation of the Merger, the Company will continue as the surviving
corporation and will be a wholly owned subsidiary of Parent. In the Merger,
the holders of Shares (other than the Company, Parent, Purchaser or any
subsidiary of any of the foregoing and any holder who properly exercises
appraisal rights under the DGCL) will receive the same per Share
consideration as is paid to holders of Shares in the Offer. The foregoing is
qualified in its entirety by reference to the complete text of the Press
Release which is filed as Exhibit 99.1 hereto.
2. On October 10, 1999, the Board of Directors approved an amendment to
the Company's Bylaws, to decrease the number of seats on the Company's Board
from eight (8) to six (6).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
3.5 Resolution adopted by the Board of Directors at a meeting of
the Board held on October 10, 1999, amending the Bylaws of DSP
Communications, Inc.
99.1 Press Release of Intel Corporation and DSP Communications,
Inc. issued on October 14, 1999.
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SIGNATURES
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.
DSP COMMUNICATIONS, INC.
Dated: October 18, 1999 By: /s/ Stephen P. Pezzola
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Stephen P. Pezzola
General Counsel and Secretary
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Index to Exhibits
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<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
3.5 Resolution adopted by the Board of Directors at a meeting of the
Board held on October 10, 1999, amending the Bylaws of DSP
Communications, Inc.
99.1 Press Release of Intel Corporation and DSP Communications, Inc.,
issued on October 14, 1999
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EXHIBIT 3.5
RESOLUTION OF THE BOARD OF DIRECTORS
ADOPTED AT A MEETING HELD ON OCTOBER 10, 1999,
AMENDING THE BYLAWS OF DSP COMMUNICATIONS, INC.
RESOLVED: That the Board of Directors hereby
amends Section 3.2 of this Corporation's Bylaws
such that the second sentence thereof shall read
in its entirety as follows:
"The exact number of Directors shall be six (6)
until changed within the limits specified above,
by a Bylaw amending this Section 3.2, duly adopted
by the Board of Directors or by the stockholders."
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EXHIBIT 99.1
Thursday October 14, 8:02 am Eastern Time
COMPANY PRESS RELEASE
INTEL TO ACQUIRE DSP COMMUNICATIONS, INC. FOR APPROXIMATELY
$1.6 BILLION IN CASH
ACQUISITION POSITIONS INTEL FOR GROWTH IN CELLULAR COMMUNICATIONS AND FOR
INTERNET CLIENTS
Business Editors and High-Tech Writers
NOTE: Intel and DSP Communications executives will host a teleconference to
discuss the details of this agreement and answer questions today at noon EDT,
9 a.m. PDT. Press and analysts who are interested in hearing about this
announcement may join the teleconference by dialing (719) 457-2657. A full
recording of the briefing can be accessed through October 21 by dialing (719)
457-0820 with confirmation number 804032.
SANTA CLARA, Calif.--(BUSINESS WIRE)--Oct. 14, 1999--Intel Corporation and
DSP Communications, Inc. (NYSE: DSP - news) today announced the
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companies have entered into a definitive agreement under which Intel would
acquire DSP Communications, Inc (DSPC) for $36 a share in an all-cash tender
offer valued at approximately $1.6 billion.
DSPC is a leading supplier of solutions for digital cellular communications
products. DSPC products enable new generations of feature-rich, compact,
lightweight wireless handsets by providing a complete solution, including
chipsets, reference design, software and other key technologies.
This acquisition is an important element of Intel's plan to become the leading
building block supplier to the Internet. In recent years, cellular telephone
adoption has exploded on a worldwide basis. Cellular voice and data
applications are growing at a rapid pace and emerging cellular broadband data
communications networks can enable new Internet applications. In addition,
cellular communication is expected to be integrated into new types of Internet
clients, such as handheld devices and mobile computers, which will include
voice, data and Internet access.
"DSPC brings tremendous experience in cellular digital and voice technologies
which, when combined with Intel's data and Internet expertise, will provide a
more complete solution to the broad cellular market segment," said Craig
Barrett, president and chief
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executive officer of Intel. "Cellular technology is emerging as a new
high-speed method of connecting to the Internet and we believe over time will
become increasingly important for connecting PCs to the Internet."
"Combining DSPC's cellular expertise with Intel's semiconductor and data
capabilities will create a leading provider of cellular voice products, as
well as establish voice and data solutions for the future," said Davidi
Gilo, chairman and chief executive officer of DSPC. "The industry needs
suppliers that can deliver solutions such as chipset, design and software to
meet customers' cellular technology needs."
DSPC's cellular technology solutions allow cellular handset manufacturers to
build better devices with superior performance, high integration and the
smallest form factors while significantly reducing power consumption,
time-to-market and overall system cost. DSPC provides expertise in digital
cellular technologies for personal digital cellular (PDC), time division
multiple access (TDMA), code division multiple access (CDMA) and
third-generation (3G) standards.
Under the agreement, DSPC would become a wholly owned subsidiary of Intel
reporting within Intel's Computing Enhancement Group. DSPC employees will
continue as employees of the new subsidiary. The companies do not anticipate
any immediate changes to their respective product lines and DSPC intends to
continue delivering products to customers under existing agreements, as well
as maintain its existing manufacturing relationships.
The agreement provides for a cash tender offer to acquire all of the
outstanding shares of DSPC common stock at $36 per share, which will commence
by Intel within five business days. The Board of Directors of DSPC has
approved the definitive agreement and has recommended that DSPC stockholders
tender their shares pursuant to the offer. Intel's obligations to accept
shares tendered in the offer will be conditional upon the tender of a
majority of outstanding DSPC shares on a fully-diluted basis, regulatory
approvals and other customary conditions. The current and former chief
executive officers of DSPC have agreed to tender their shares in the offer.
It is expected that all shares not purchased in the tender offer will be
converted into the right to receive $36 per share in a second-step merger
following the tender offer.
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
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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.
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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 http://www.intel.com/pressroom.
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This release contains forward-looking statements based on current
expectations or beliefs, as well as a number of assumptions about future
events, and these statements are subject to factors and uncertainties that
could cause actual results to differ materially from those described in the
forward-looking statements. The reader is cautioned not to put undue reliance
on these forward-looking statements, which are not a guarantee of future
performance and are subject to a number of uncertainties and other factors,
many of which are outside the control of Intel and DSPC. The forward-looking
statements in this release address a variety of subjects including, for
example, the expected date of closing of the acquisition and the potential
benefits of the merger. The following factors, among others, could cause
actual results to differ materially from those described in these
forward-looking statements: the risk that DSPC's business will not be
successfully integrated with Intel's business; costs associated with the
merger; the successful completion of the tender; the inability to obtain the
approval of DSPC's stockholders; matters arising in connection with the
parties' efforts to comply with applicable regulatory requirements relating
to the transaction; risks associated with entering into new market segments;
and increased competition and technological changes in the industries in
which Intel and DSPC compete. For a detailed discussion of these and other
cautionary statements, please refer to Intel's and DSPC's filings with the
Securities and Exchange Commission, including their respective Annual Reports
on Form 10-K for the year ended Dec. 26, 1998, for Intel, and Dec. 31, 1998,
for DSPC and their respective Quarterly Reports on Form 10-Q for the quarter
ended March 27, 1999, for Intel and the quarter ended March 31, 1999, for
DSPC.
*Third party marks and brands are property of their respective holders.
CONTACT:
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Intel Media Relations
Chuck Mulloy, 408/765-3484
or
Intel Investor Relations
Lisa Ansilio, 408/765-1910
or
DSPC Media and Investor Relations
Arnon Kohavi, 408/777-2700
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