May 20, 2013
BY EDGAR TRANSMISSION
AND ELECTRONIC TRANSMISSION
David L. Orlic
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | DSP Group, Inc. |
Definitive Additional Soliciting Materials
Filed on May 13, 2013
File No. 001-35256
Dear Mr. Orlic:
In connection with the letter dated May 17, 2013 (the “Comment Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced definitive additional soliciting materials, DSP Group, Inc., a Delaware corporation (the “Company”), is providing you with the following information and comments in response to the Comment Letter.
The relevant text of the Comment Letter has been included in this letter, and the numbering of the Company’s response set forth below corresponds to the numbering in the Comment Letter.
We believe that Our Nominees Will Better Serve Shareholders and the Company, page 37
| 1. | We note your response to prior comment 1, in which you acknowledge that these materials contain a misstatement regarding starboard’s prior relationship with Norman Rice II. Please revise your filing to correct this misstatement. |
Response:On May 20, 2013, the Company filed an updated investor presentation without the misstatement relating to Norman Rice II with the Commission pursuant to a concurrent Current Report on Form 8-K and soliciting material pursuant to Rule 14a-12 under the Exchange Act of 1934, as amended.
David Orlic
Securities and Exchange Commission
May 20, 2013
Page Two
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Should you have any further questions or comments regarding the captioned filings and/or this letter, please direct them to me at 011-972-99529699, or Bruce Mann and Jaclyn Liu, counsels to the Company at 415-268-7584 and 415-268-6722, respectively.
Very truly yours,
/s/ Dror Levy
Dror Levy
Chief Financial Officer
| cc: | Bruce Mann, Esq., Morrison & Foerster LLP |
Jaclyn Liu, Esq., Morrison & Foerster LLP