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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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DSP COMMUNICATIONS, INC.
(NAME OF SUBJECT COMPANY)
DSP COMMUNICATIONS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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23332K106
((CUSIP) NUMBER OF CLASS OF SECURITIES)
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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).
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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
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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 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 11, 1999, the Company and Parent issued a joint press
release, a copy of which is attached hereto as Exhibit 30 and is
incorporated herein by reference, announcing that the waiting period for
federal antitrust review of Parent's proposed acquisition of the Company
expired at 11:59 p.m., New York City time, on Wednesday, November 10, 1999.
As a result of such expiration, the parties have clearance from U.S.
federal antitrust agencies, and no additional regulatory clearances are
needed, to complete the acquisition.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
Exhibit 30 PRESS RELEASE ISSUED BY DSP COMMUNICATIONS, INC. AND INTEL
CORPORATION, DATED NOVEMBER 11, 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
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Name: Stephen P. Pezzola
Title:General Counsel and Corporate Secretary
Dated: November 12, 1999
EXHIBIT INDEX
Exhibit 30: Press release issued by DSP Communications, Inc. and Intel
Corporation, dated November 11, 1999.
INTEL ACQUISITION OF DSP COMMUNICATIONS, INC.
RECEIVES U.S. REGULATORY CLEARANCE
SANTA CLARA, Calif., Nov. 11, 1999 -- Intel Corporation and DSP
Communications, Inc. (NYSE: DSP) today announced that the waiting period
for federal antitrust review of Intel's proposed acquisition of DSP
Communications, Inc (DSPC) expired at 11:59 p.m. on Wednesday, Nov. 10,
1999. As a result of the expiration, the parties have clearance from U.S.
federal antitrust agencies to complete the acquisition. No additional
regulatory clearances are needed.
Intel commenced its previously announced tender offer for the purchase of
all the outstanding shares of common stock of DSPC at a price of $36.00 net
per share in cash on Oct. 20, 1999. The offer and withdrawal rights will
expire at midnight, New York City time on Wednesday, Nov. 17, 1999, unless
Intel elects (subject to the terms of its agreement with DSPC) to extend
the offer. D.F. KING & CO., INC (D.F. King) is acting as information agent
for the offer. D.F. King may be contacted (toll free) at (800) 714-3312 or
(call collect) (212) 269-5550.
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 TDMA, PDC, and CDMA and will also support emerging third
generation (3G) standards based on CDMA 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.
