As filed with the Securities and Exchange Commission on September 12, 1996
Registration No. 33-95886
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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DSP COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0389180
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20300 Stevens Creek Boulevard
Cupertino, California 95014
(Address of Principal Executive Offices) (Zip Code)
DSP Communications, Inc.
1995 Director Stock Option Plan
(Full title of the Plan)
Davidi Gilo
Chairman of the Board
DSP COMMUNICATIONS, INC.
20300 Stevens Creek Boulevard
Cupertino, California 95014
(Name and address of agent for service)
(408) 777-2700
(Telephone number, including area code, of agent for service)
Copy to:
Donald C. Reinke, Esq.
PEZZOLA & REINKE
1999 Harrison Street, Suite 1300
Oakland, California 94612
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Number of Maximum Maximum Amount
Title of Shares Offering Aggregate of
Securities to to be Price Offering Registration
be Registered Registered per Share(1) Price(1) Fee
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Common Stock, 100,000 $48.125 $4,812,500 $1,660
$0.001 par
value per share
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(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purposes of calculating the registration fee.
Computation based upon the average of the high and low prices of the
registrant's Common Stock as reported on the Nasdaq National Market on
September 9, 1996, which average was $48.125.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the registrant's Registration Statement on Form S-8 (File
No. 33-95886), filed with the Securities and Exchange Commission on August 22,
1995, are incorporated by reference herein.
ITEM 8. EXHIBITS.
Exhibit Number Exhibit Description
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5 Opinion of Pezzola & Reinke as to the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Pezzola & Reinke (contained in the opinion of
counsel filed as Exhibit 5 to this Amendment No. 1 to the
Registration Statement).
24 Power of Attorney (set forth on the signature page of
this Amendment No. 1 to the Registration Statement).
3
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 Cupertino, State of California, on September 12,
1996.
DSP COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/ Davidi Gilo
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Davidi Gilo
Chairman of the Board
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POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
Each person whose signature appears below constitutes and appoints Davidi
Gilo, Nathan Hod and Gerald Dogon, 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 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 dates indicated.
Signature Title Date
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/s/ Davidi Gilo Chairman of the Board September 12, 1996
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Davidi Gilo of Directors
/s/ Nathan Hod President, Chief Executive September 12, 1996
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Nathan Hod Officer and Director
(Principal Executive Officer)
/s/ Gerald Dogon Executive Vice President September 12, 1996
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Gerald Dogon and Chief Financial Officer
(Principal Financial
& Accounting Officer)
/s/ Lewis S. Broad Director September 12, 1996
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Lewis S. Broad
/s/ Avraham Fischer Director September 12, 1996
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Avraham Fischer
/s/ Andrew W. Schonzeit Director September 12, 1996
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Andrew W. Schonzeit
/s/ Shigeru Iwamoto Director September 12, 1996
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Shigeru Iwamoto
/s/ Neill H. Brownstein Director September 12, 1996
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Neill H. Brownstein
5
EXHIBIT INDEX
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Exhibit Number Exhibit Description
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5 Opinion of Pezzola & Reinke as to the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Pezzola & Reinke (contained in the opinion of
counsel filed as Exhibit 5 to this Amendment No. 1 to the
Registration Statement).
24 Power of Attorney (set forth on the signature page of this
Amendment No. 1 to the Registration Statement).
6