As filed with the Securities and Exchange Commission on June 18, 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
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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 Blvd.,
Cupertino, California 95014
(Address of Principal Executive Offices) (Zip Code)
DSP Communications, Inc.
1996 Stock Option Plan, as amended
(Full title of the Plan)
Nathan Hod
DSP COMMUNICATIONS, INC.
20300 Stevens Creek Blvd.
Cupertino, California 95014
(Name and address of agent for service)
Telephone Number (408) 777-2700
(Telephone number, including area code, of agent for service)
Copy to:
Bruce P. Johnson, Esq.
PEZZOLA & REINKE
1999 Harrison Street, Suite 1300
Oakland, California 94612
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, 2,000,000 $13.75 $27,500,000 $8,113
$.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 purpose 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 New York Stock Exchange on
June 16, 1998, which average price was $13.75 per share.
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the registration of
2,000,000 shares of Common Stock, $0.001 par value ("Common Stock"), of DSP
Communications, Inc. Such shares are additional securities of the same class
as other securities for which a previously filed Registration Statement on
Form S-8, relating to the DSP Communications, Inc. 1996 Stock Option Plan
(the "Plan"), is effective. Pursuant to the provisions of Paragraph E of the
General Instructions to Form S-8, the contents of the Company's Registration
Statement on Form S-8 (Registration No. 333-19883, filed with the Securities
and Exchange Commission (the "Commission") on January 16, 1997 and relating
to 3,000,000 shares of Common Stock under the Plan, are hereby incorporated
herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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.
10.19 1996 Stock Option Plan, as amended.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Pezzola & Reinke (contained in the opinion of
counsel filed as Exhibit 5 to this Registration Statement).
24 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 Cupertino, State of California on
June 17, 1998.
DSP COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/ Nathan Hod
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Nathan Hod
Chief Executive Officer, President and
Chairman of the Board
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
Each person whose signature appears below constitutes and appoints
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/ Nathan Hod Chairman of the Board of Directors, June 17, 1998
- --------------------- President and Chief Executive Officer
Nathan Hod (Principal Executive Officer)
/s/ Gerald Dogon Executive Vice President, Chief June 17, 1998
- --------------------- Financial Officer, and Director
Gerald Dogon (Principal Financial and Accounting
Officer)
/s/ Neill Brownstein Director June 17, 1998
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Neill Brownstein
/s/ Lewis Broad Director June 17, 1998
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Lewis Broad
/s/ Andrew Schonzeit Director June 17, 1998
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Andrew Schonzeit
/s/ Shigeru Iwamoto Director June 17, 1998
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Shigeru Iwamoto
/s/ Avraham Fischer Director June 17, 1998
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Avraham Fischer
EXHIBIT LIST
Exhibit Number Exhibit Description
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5 Opinion of Pezzola & Reinke as to the legality of the securities
being registered.
10.19 1996 Stock Option Plan, as amended.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Pezzola & Reinke (contained in the opinion of counsel
filed as Exhibit 5 to this Registration Statement).
24 Power of Attorney (set forth on the signature page of this
Registration Statement).