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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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DSP COMMUNICATIONS, INC.
(NAME OF SUBJECT COMPANY)
DSP COMMUNICATIONS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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23332K106
((CUSIP) NUMBER OF CLASS OF SECURITIES)
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STEPHEN P. PEZZOLA, ESQ.
GENERAL COUNSEL AND CORPORATE SECRETARY
DSP COMMUNICATIONS, INC.
20300 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014
(408) 777-2700
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICE AND COMMUNICATION ON BEHALF OF THE PERSON(S)
FILING STATEMENT).
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WITH A COPY TO:
KENTON J. KING, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
525 UNIVERSITY AVENUE, SUITE 220
PALO ALTO, CALIFORNIA 94301
(650) 470-4500
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INTRODUCTION
DSP Communications, Inc. (the "Company"), a Delaware corporation,
hereby amends and supplements its Solicitation/Recommendation Statement on
Schedule 14D-9 initially filed with the Securities and Exchange Commission
on October 20, 1999, relating to the offer by CWC Acquisition Corporation,
a Delaware corporation and a wholly owned subsidiary of Intel Corporation,
a Delaware corporation ("Parent"), to purchase all of the issued and
outstanding common stock, par value $.001 per share, of the Company, upon
the terms and subject to the conditions set forth in the Offer to Purchase
dated October 20, 1999 and the related Letter of Transmittal dated October
20, 1999.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended and supplemented as follows:
On November 11, 1999, the Company and Parent issued a joint press
release, a copy of which is attached hereto as Exhibit 30 and is
incorporated herein by reference, announcing that the waiting period for
federal antitrust review of Parent's proposed acquisition of the Company
expired at 11:59 p.m., New York City time, on Wednesday, November 10, 1999.
As a result of such expiration, the parties have clearance from U.S.
federal antitrust agencies, and no additional regulatory clearances are
needed, to complete the acquisition.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented as follows:
Exhibit 30 PRESS RELEASE ISSUED BY DSP COMMUNICATIONS, INC. AND INTEL
CORPORATION, DATED NOVEMBER 11, 1999.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
DSP COMMUNICATIONS, INC.
By:/s/ Stephen P. Pezzola
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Name: Stephen P. Pezzola
Title:General Counsel and Corporate Secretary
Dated: November 12, 1999
EXHIBIT INDEX
Exhibit 30: Press release issued by DSP Communications, Inc. and Intel
Corporation, dated November 11, 1999.