AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 2001.
REGISTRATION NO. 333-______
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DSP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-2683643
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3120 SCOTT BOULEVARD, SANTA CLARA, CA 95054
(Address of Principal Executive Offices) (Zip Code)
DSP GROUP, INC.
1991 EMPLOYEE AND CONSULTANT STOCK PLAN
(Full Title of the Plan)
ELIYAHU AYALON
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
DSP GROUP, INC.
3120 SCOTT BOULEVARD
SANTA CLARA, CA 95054
(Name and Address of Agent For Service)
408/986-4300
(Telephone Number, Including Area Code,
of Agent For Service)
With a copy to:
Bruce Alan Mann, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
--------------------------------------------------------------------------------
Calculation of Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share Price Registration Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock 1,000,000 $20.164 $20,164,000* $5,041.00
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
* Calculated solely for purposes of calculating the registration fee of this
offering under Rule 457(c) and Rule 457(h) of the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices per share of DSP
Group Inc.'s Common Stock on the Nasdaq National Market on April 25, 2001.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 under the Securities
Act of 1933, as amended, this Registration Statement is filed to register
1,000,000 additional shares of the Common Stock, par value $.001 per share, of
DSP Group, Inc. (the "Company") reserved for issuance under the terms of the DSP
Group, Inc. 1991 Employee and Consultant Stock Plan, as amended. These shares
are securities of the same class as those registered under the following
currently effective Registration Statements on Form S-8: the Registration
Statement on Form S-8 filed by the Company on August 31, 1994 (File No.
33-83456), Post-Effective Amendment No. 1 thereto filed by the Company on August
8, 1996, the Registration Statement on Form S-8 filed by the Company on May 20,
1998 (File No. 333-53129), and Registration Statement on Form S-8 filed by the
Company on July 22, 1999 (File No. 333-83457), which are incorporated by
reference herein.
ITEM 8. EXHIBITS.
EXH. NO. DESCRIPTION
-------- -----------
4.1 1991 Employee and Consultant Stock Plan, as amended and
restated July 19, 1999 (filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1999, and incorporated herein by reference).
5.1 Opinion of Morrison & Foerster LLP as to the legality of the
securities being registered.
23.1 Consent of Kost, Forer & Gabbay, a member of Ernst & Young
International, Independent Auditors.
23.2 Consent of Morrison & Foerster LLP (contained in the opinion
of counsel filed as Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
II-1
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 Santa Clara, State of California, on April 24, 2001.
DSP GROUP, INC.
By: /s/ ELIYAHU AYALON
--------------------------------
Eliyahu Ayalon
Chairman of the Board and
Chief Executive Officer
II-2
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
Each person whose signature appears below constitutes and appoints
Eliyahu Ayalon and Moshe Zelnik, and each of them, his true and lawful
attorneys-in-fact and agents, 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 so 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 date indicated.
Signature Title Date
----------------------------------- ---------------------------------------------- -------------------------
/s/ ELIYAHU AYALON
-----------------------------------
Eliyahu Ayalon Chairman of the Board and Chief Executive April 24, 2001
Officer (Principal Executive Officer)
/s/ MOSHE ZELNIK
-----------------------------------
Moshe Zelnik Vice President of Finance, Chief Financial April 24, 2001
Officer and Secretary (Principal Financial
Officer and Principal Accounting Officer)
/s/ ZVI LIMON
-----------------------------------
Zvi Limon Director April 24, 2001
/s/ YAIR SHAMIR
-----------------------------------
Yair Shamir Director April 24, 2001
/s/ SAUL SHANI
-----------------------------------
Saul Shani Director April 24, 2001
II-3
/s/ LOUIS SILVER
-----------------------------------
Louis Silver Director April 24, 2001
-----------------------------------
Patrick Tanguy Director April __, 2001
II-4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
4.1 1991 Employee and Consultant Stock Plan, as amended and
restated July 19, 1999 (filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1999, and incorporated herein by reference).
5.1 Opinion of Morrison & Foerster LLP as to the legality of the
securities being registered.
23.1 Consent of Kost, Forer & Gabbay, a member of Ernst & Young
International, Independent Auditors.
23.2 Consent of Morrison & Foerster LLP (contained in the opinion
of counsel filed as Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).