As filed with the Securities and Exchange Commission on February 2, 2004.
Registration No. 333-
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 of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 3120 Scott Boulevard, Santa Clara, CA | 95054 | |
| (Address of Principal Executive Offices) | (Zip Code) |
DSP GROUP, INC.
2003 Israeli Share Option Plan
(Full Title of the Plan)
Eliyahu Ayalon
Chairman of the Board and Chief Executive Officer
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 California Street
San Francisco, CA 94105
Calculation of Registration Fee
| Title of Securities to be Registered |
Number of
Shares to be Registered |
Proposed
Maximum Offering Price per Share |
Proposed
Maximum Aggregate Offering Price |
Amount of
Registration Fee |
||||||||
|
|
||||||||||||
|
Common Stock |
858,424 | (1) | $27.40 | (2) | $23,520,817.60 | (2) | $2980.09 | (2) | ||||
| (1) | This Registration Statement on Form S-8 registers additional shares of the Registrant’s Common Stock issuable under the 2003 Israeli Share Option Plan pursuant to an evergreen feature under the terms of the said plan. |
| (2) | 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 price per share of Common Stock on the Nasdaq National Market on January 28, 2004. |
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to S-8 under the Securities Act of 1933, as amended, this Registration Statement is filed to register an additional 858,424 shares of the Common Stock, par value $0.001 per share, of DSP Group, Inc. (the “Company”) reserved for issuance under the terms of the 2003 Israeli Share Option Plan pursuant to an evergreen feature under the terms of the said plan. These shares are securities of the same class as those registered under the effective Registration Statement on Form S-8 filed by the Company on September 19, 2003 (File No. 333-108937). The contents of the above referenced Registration Statement are incorporated by reference herein.
II-1
| Item 8. | Exhibits |
|
Exhibit No.
|
Description |
|
| 5.1 | Opinion of Morrison & Foerster LLP as to the legality of the securities being registered. | |
| 23.1 | Consent of Kost, Forer, Gabbay and Kassierer, a member of Ernst & Young Global, independent auditors. | |
| 23.2 | 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). | |
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 January 27, 2004.
| DSP GROUP, INC. | ||
| By: |
/s/ Eliyahu Ayalon |
|
|
|
||
|
Eliyahu Ayalon Chairman of the Board and Chief Executive Officer |
||
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES
Each person whose signature appears below constitutes and appoints Eliyahu Ayalon and Moshe Zelnik, 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/ Eliyahu Ayalon Eliyahu Ayalon |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
January 27, 2004 | ||
|
/s/ Moshe Zelnik Moshe Zelnik |
Vice President of Finance, Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer) |
January 27, 2004 | ||
II-3
|
Signature |
Title |
Date |
||
|
/s/ Zvi Limon Zvi Limon |
Director |
January 27, 2004 | ||
|
/s/ Yair Shamir Yair Shamir |
Director |
January 27, 2004 | ||
|
/s/ Yair Seroussi Yair Seroussi |
Director |
January 27, 2004 | ||
|
/s/ Louis Silver Louis Silver |
Director |
January 27, 2004 | ||
|
/s/ Patrick Tanguy Patrick Tanguy |
Director |
January 27, 2004 | ||
II-4
Exhibit Index
|
Exhibit No.
|
Description |
|
| 5.1 | Opinion of Morrison & Foerster LLP as to the legality of the securities being registered. | |
| 23.1 | Consent of Kost, Forer, Gabbay and Kassierer, a member of Ernst & Young Global. | |
| 23.2 | 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). | |
II-5
Exhibit 5.1
February 2, 2004
DSP Group, Inc.
3120 Scott Boulevard
Santa Clara, California 95054
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to be filed by DSP Group, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on February 2, 2004 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of an additional 858,424 shares of the Company’s Common Stock, $0.001 par value (the “Common Stock”) reserved for issuance under the Company’s 2003 Israeli Share Option Plan (the “2003 Plan”).
As counsel to the Company, we have examined the proceedings taken by the Company in connection with the reservation of these 858,424 shares of Common Stock for issuance under the 2003 Plan.
It is our opinion that the 858,424 shares of Common Stock which may be issued and sold by the Company pursuant to the 2003 Plan, when issued and sold in the manner referenced in the Registration Statement, will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any further amendments thereto.
Very truly yours,
/s/ Morrison & Foerster LLP
Morrison & Foerster LLP
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 2003 Israeli Share Option Plan of DSP Group, Inc. of our report dated January 17, 2003, with respect to the consolidated financial statements and schedules of DSP Group, Inc. for the three-year period ended December 31, 2002 included in the Annual Report (Form 10-K) for the year ended December 31, 2002 filed with the Securities and Exchange Commission.
/s/ Kost, Forer, Gabbay and Kassierer
Kost, Forer, Gabbay and Kassierer
A Member of Ernst & Young Global
Tel-Aviv, Israel
January 29, 2004