AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 26, 1996.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): NOVEMBER 21, 1996
DSP COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-25622 77-0389180
(Commission File Number) (I.R.S. Employer Identification No.)
20300 STEVENS CREEK BOULEVARD, CUPERTINO, 95014
CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
408/777-2700
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On November 21, 1996, DSP Communications, Inc., a Delaware corporation
("DSPC"), Proxim, Inc., a Delaware corporation ("Proxim"), and Data Merger
Corporation, a Delaware corporation and wholly-owned subsidiary of DSPC ("Sub"),
entered into a Termination Agreement and General Release (the "Termination
Agreement"). The Termination Agreement provides for the mutual termination by
DSPC, Proxim and Sub, effective as of such date, of the Agreement and Plan of
Merger, dated as of October 28, 1996, among DSPC, Proxim and Sub (the "Merger
Agreement"), relating to DSPC's proposed acquisition of Proxim.
Following the unexpected reduction in the share price of both DSPC and
Proxim after the Merger Agreement was announced, the Boards of Directors of
DSPC and Proxim determined that the companies should pursue a working
partnership outside the context of a merger. The total merger-related costs
and expenses of DSPC, estimated to be approximately $5 million, of which
$3.45 million will be paid to Proxim, will be charged to DSPC's general and
administrative expenses during the current quarter.
The Termination Agreement contains a mutual release from all claims,
rights, demands, actions, obligations, liabilities and causes of action of any
and every kind, nature and character whatsoever, known or unknown, which any
party to the Merger Agreement may now have or in the future have arising from or
in any way related to the Merger Agreement, including without limitation, the
termination thereof, whether based on tort, contract (express or implied) or any
federal, state or local law, statute or regulation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
2.1 Termination Agreement and General Release, dated November 21, 1996, among
DSP Communications, Inc., Proxim, Inc. and Data Merger Corporation.
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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.
Date: November 26, 1996 By: /s/ Gerald Dogon
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Gerald Dogon
Executive Vice President and
Chief Financial Officer
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