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) March 23, 1999
DSP TECHNOLOGY INC.
(Exact name of registrant as specified in its charter)
---------------
- --------------------------------------------------------------------------------
Delaware 0-14677 94-2832651
- ---------------------------------- ------------------------------ ------------------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
- ---------------------------------------------------------------------------------------------------------------------------
48500 KATO ROAD
FREMONT, CALIFORNIA 94538
(Address of principal executive offices) (Zip Code)
- ---------------------------------------------------------------------------------------------------------------------------
Registrant's telephone number, including area code (510) 657-7555
Not applicable.
--------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events
On March 23, 1999, DSP Technology Inc. (the "Company"), MTS Systems
Corporation ("MTS") and Badger Merger Corp. ("Sub") entered into an Agreement
and Plan of Merger (the "Agreement") pursuant to which MTS is to acquire the
Company in a stock-for-stock merger. As more fully described in the Agreement
and the Company's press release, both of which are filed herewith and
incorporated herein by reference, Sub will merge with and into the Company and
outstanding shares of the Company's stock and net share equivalents of
outstanding options to purchase the Company's common stock will be exchanged for
an aggregate of 2,077,000 shares of MTS common stock. The exchange ratio will
be determined at closing by dividing the 2,077,000 MTS common shares by the sum
of the total number of the Company's common shares outstanding plus the net
share equivalents of outstanding Company stock options. The Company's net share
equivalents for stock options will represent the Company's shares issuable upon
exercise of outstanding options less a number of the Company's shares with a
value equal to the aggregate exercise price of such options. The merger will be
accounted for as a pooling-of-interests, and will be a tax-free reorganization.
The merger is subject to, among other things, regulatory approval, approval of
the stockholders of the Company and customary closing conditions.
Item 7. Financial Statements and Exhibits
(a) Exhibits.
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger, dated as of March 23,
1999, by and among MTS Systems Corporation, a
Minnesota corporation, Badger Merger Corp., a Delaware
corporation and wholly-owned subsidiary of MTS Systems
Corporation, and DSP Technology Inc., a Delaware
corporation.
99.1 Company press release dated March 23, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DSP TECHNOLOGY INC.
Date: March 25, 1999 By: /s/ Jose M. Millares
-------------------------------
Jose M. Millares
Chief Financial Officer
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger, dated as of March 23,
1999, by and among MTS Systems Corporation, a Minnesota
corporation, Badger Merger Corp., a Delaware
corporation and wholly-owned subsidiary of MTS Systems
Corporation, and DSP Technology Inc., a Delaware
corporation.
99.1 Company press release dated March 23, 1999.