AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 1998.
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DSP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-2683643
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
3120 SCOTT BOULEVARD, SANTA CLARA, CA 95054
(Address of Principal Executive (Zip Code)
Offices)
DSP GROUP, INC.
1991 EMPLOYEE AND CONSULTANT STOCK PLAN
(Full Title of the Plan)
ELIYAHU AYALON
PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
DSP GROUP, INC.
3120 SCOTT BOULEVARD
SANTA CLARA, CA 95054
(Name and Address of Agent For Service)
408/986-4300
(Telephone Number, Including Area Code,
of Agent For Service)
With a copy to:
Bruce Alan Mann, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
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Calculation of Registration Fee
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Proposed Proposed
Maximum Maximum
Title of Number of Offering Price Aggregate Amount of
Securities to shares to be Per Share Offering Price Registration
be Registered Registered Fee
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Common Stock 1,000,000 $19.8125* $19,812,500 $5,844.69
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* Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average of the high and low prices
per share of DSP Group Inc.'s Common Stock on the Nasdaq National Market on May
18, 1998.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 under the Securities Act
of 1933, as amended, this Registration Statement is filed to register 1,000,000
additional shares of the Common Stock, par value $.001 per share, of DSP Group,
Inc. (the "Company") reserved for issuance under the terms of the DSP Group,
Inc. 1991 Employee and Consultant Stock Plan. The contents of the Registration
Statement on Form S-8 filed by the Company on August 31, 1994 (File
No. 33-83456), and Post-Effective Amendment No. 1 thereto filed by the Company
on August 8, 1996, are incorporated by reference herein.
ITEM 8. EXHIBITS.
Exh. No. Description
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4.1 The DSP Group, Inc. 1991 Employee and Consultant Stock Plan
(incorporated herein by reference to Exhibit A to the Company's Proxy
Statement filed on April 14, 1998).
5.1 Opinion of Morrison & Foerster LLP as to the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Almagor & Co. CPA (ISR), Independent Auditors.
23.3 Consent of Morrison & Foerster LLP (contained in the opinion of
counsel filed as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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 Santa Clara, State of California, on May 20, 1998.
DSP GROUP, INC.
By: /s/ ELIYAHU AYALON
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Eliyahu Ayalon
President, Chief Executive Officer and
Director
II-1
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
Each person whose signature appears below constitutes and appoints
Elihayu Ayalon, Igal Kohavi and Avi Basher, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstituiton, 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 so 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 date indicated.
Signature Title Date
------------ ----------------------------- -------------
/s/ IGAL KOHAVI
----------------- Chairman of the Board May 20, 1998
Igal Kohavi
/s/ ELIYAHU AYALON
----------------- President, Chief Executive May 20, 1998
Eliyahu Ayalon Officer and Director
(Principal Executive Officer)
/s/ SAMUEL L. KAPLAN
----------------- Director May 20, 1998
Samuel L. Kaplan
/s/ MILLARD PHELPS
----------------- Director May 20, 1998
Millard Phelps
/s/ YAIR SHAMIR
----------------- Director May 20, 1998
Yair Shamir
II-2
Signature Title Date
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/s/ AVI BASHER
----------------- Vice President, Finance, Chief May 20, 1998
Avi Basher Financial Officer and
Secretary (Principal Financial
Officer and Principal
Accounting Officer)
II-3