UNITED STATES
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): May 16, 2011
DSP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
| 0-23006 | 94-2683643 | |
|
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
2580 North First Street, Suite 460 San Jose, CA |
95131 | |
| (Address of Principal Executive Offices) | (Zip Code) |
408/986-4300
(Registrant’s Telephone Number, Including Area Code)
With a copy to:
Bruce Alan Mann, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Appointment of Ofer Elyakim
On May 16, 2011, the Board of Directors (the “Board”) of DSP Group, Inc. (the “Company”) unanimously approved the appointment of Ofer Elyakim, the Company’s Chief Executive Officer, to the Board, effective immediately. Pursuant to his appointment, Mr. Elyakim will serve as a Class II director to serve until the Company’s annual meeting of stockholders in 2014.
There are no material plans, contracts or arrangements, or any material amendment thereto, between Mr. Elyakim and the Company to which he is a party or in which he participates that is entered into in connection with his appointment to the Board. No change has been made to Mr. Elyakim’s current compensation arrangements with the Company as its Chief Executive Officer in connection with his appointment to the Board.
There are no related party transactions exceeding $120,000 between Mr. Elyakim and the Company in which he has a direct or indirect material interest. There have been no material legal proceedings against Mr. Elyakim over the past five years. There are no family relationships between Mr. Elyakim and any director or executive officer of the Company
Amendments to Employment Agreements
On May 16, 2011, the Board and the Compensation Committee of the Board unanimously approved an amendment to the employment agreements of Mr. Eliyahu Ayalon, the Company’s Chairman of the Board (the “Ayalon Amendment”), Mr. Elyakim (the “Elyakim Amendment”) and Dror Levy, the Company’s Chief Financial Officer (the “Levy Amendment”), each effective on May 16, 2011.
The Ayalon Amendment sets forth that subject to Mr. Ayalon providing the requisite notice under his employment agreement with the Company, as amended, upon his termination of employment with the Company, the payment of all cash and cash equivalent portion of his rights under the employment agreement, including, without limitation, an amount equal to two years of his base salary of $350,000 per annum prior to its temporary reduction, shall be accelerated and shall be paid in a lump sum immediately following the termination rather than ratably during the two year period following the termination as contemplated prior to the Ayalon Amendment. As previously disclosed, on December 1, 2010, Mr. Ayalon announced his intent to resign as Executive Chairman and an executive officer of the Company, effective as of May 31, 2011, which announcement satisfied the notice requirement under his employment agreement. A copy of the Ayalon Amendment, effective as of May 16, 2011, is attached and filed herewith as Exhibit 10.1. The foregoing description of the Ayalon Amendment does not purport to be complete and is qualified in its entirety by reference to the Ayalon Amendment.
The Elyakim Amendment sets forth that if Mr. Elyakim’s employment is terminated by(i) the Company following a Change in Control (as defined in the Elyakim Amendment), (ii) Mr. Elyakim for Good Reason (as defined in the Elyakim Amendment), or (iii) the Company without Cause (as defined in the Elyakim Amendment), all of Mr. Elyakim’s rights under his employment agreement would continue for one year and all equity awards held by Mr. Elyakim would accelerate and immediately vest and be exercisable in whole or in part at any time for a period of two years after termination of employment. The Elyakim Amendment further sets forth that in the event Mr. Elyakim desires to terminate his employment agreement with the Company without Good Reason, he will have to notify the Company one year in advance (the “Elyakim Notice”) and then all of his rights under his employment agreement would continue during the one-year notice period. All equity awards held by Mr. Elyakim would accelerate and
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immediately vest one year following the date of the Elyakim Notice and be exercisable in whole or in part at any time from the date of the vesting of the equity awards for a period of two years. A copy of the Elyakim Amendment, effective as of May 16, 2011, is attached and filed herewith as Exhibit 10.2. The foregoing description of the Elyakim Amendment does not purport to be complete and is qualified in its entirety by reference to the Elyakim Amendment.
The Levy Amendment sets forth that if Mr. Levy’s employment is terminated by (x) the Company following a Change in Control (as defined in the Levy Amendment), (ii) Mr. Levy for Good Reason (as defined in the Levy Amendment), or (iii) the Company without Cause (as defined in the Levy Amendment), all of Mr. Levy’s rights under his employment agreement would continue for nine months and all equity awards held by Mr. Levy would accelerate and immediately vest and be exercisable in whole or in part at any time for a period of one year after termination of employment. The Levy Amendment further sets forth that in the event Mr. Levy desires to terminate his employment agreement with the Company without Good Reason, he will have to notify the Company nine months in advance (the “Levy Notice”) and then all of his rights under his employment agreement would continue during the nine-month notice period. All equity awards held by Mr. Levy would accelerate and immediately vest nine months following the date of the Levy Notice and be exercisable in whole or in part at any time from the date of the vesting of the equity awards for a period of one year. A copy of the Levy Amendment, effective as of May 16, 2011, is attached and filed herewith as Exhibit 10.3. The foregoing description of the Levy Amendment does not purport to be complete and is qualified in its entirety by reference to the Levy Amendment.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 16, 2011, the Company held its annual meeting of stockholders, at which the Company’s stockholders approved the following six proposals. The proposals are described in detail in the proxy statement for the annual meeting that the Company filed with the SEC on April 6, 2011.
Proposal 1 : Election of Directors
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
|
Yair Seroussi |
15,521,381 | 807,318 | 2,225,057 | |||||||||
|
Yair Shamir |
15,399,217 | 929,482 | 2,225,057 | |||||||||
Continuing as directors after the meeting are Eliyahu Ayalon, Zvi Limon, Reuven Regev, Yair Seroussi, Yair Shamir, Louis Silver and Patrick Tanguy.
Proposal 2 : Approval of the 1993 Employee Stock Purchase Plan
Amendment and restatement of the 1993 Employee Stock Purchase Plan to increase the number of shares of common stock authorized thereunder by 500,000 shares was approved with 15,983,843 in favor, 335,800 against, 9,056 abstentions and 2,225,057 broker non-votes.
Proposal 3 : Approval of the 1993 Director Stock Option Plan
Amendment and restatement of the 1993 Director Stock Option Plan to increase the number of shares of common stock authorized thereunder by 300,000 shares was approved with 15,118,741 in favor, 1,200,902 against, 9,056 abstentions and 2,225,057 broker non-votes.
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Proposal 4 : Ratification of Appointment of Independent Auditors
Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, was ratified as the Company’s independent auditors for fiscal year 2011 with 17,897,191 in favor, 641,824 against, 14,741 abstentions and 0 broker non-votes.
Proposal 5 : Named Executive Officer Compensation
A proposal to approve, in a non-binding vote, the compensation of the Company’s named executive officers was approved with 15,017,638 in favor, 1,298,705 against, 12,356 abstentions and 2,225,057 broker non-votes.
Proposal 6 : Frequency of Executive Compensation Advisory Vote
A proposal to recommend, in a non-binding vote, the frequency of the non-binding stockholder vote approving the compensation of the Company’s named executive officers resulted in 10,342,848 voting for frequency of every year, 18,525 voting for frequency of every two years, 5,953,939 voting for frequency of every three years, 13,387 abstentions and 2,225,057 broker non-votes.
The Board has considered the vote of the Company’s stockholders as to the frequency of advisory votes to approve the compensation of the Company’s named executive officers and has determined that the Company will hold an advisory vote on executive compensation every year until the next advisory vote on frequency.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| 10.1 | Amendment to Employment Agreement by and among DSP Group, Inc., DSP Group, Ltd. and Eliyahu Ayalon, as amended, effective as of May 16, 2011. | |
| 10.2 | Amendment to Employment Agreement by and among DSP Group, Inc., DSP Group, Ltd. and Ofer Elyakim, as amended, effective as of May 16, 2011. | |
| 10.3 | Amendment to Employment Agreement by and among DSP Group, Inc., DSP Group, Ltd. and Dror Levy, as amended, effective as of May 16, 2011. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DSP GROUP, INC. | ||||||
| Date: May 20, 2011 | By: |
/s/ Dror Levy |
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| Dror Levy | ||||||
|
Chief Financial Officer and Secretary |
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Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
Between DSP Group, Inc. and DSP Group, Ltd., (each and collectively being herein referred to as the “Corporation”), on the one hand, and Eli Ayalon (the “Executive”), on the other hand. Effective date of this amendment is May 16, 2011.
The employment agreement between the Corporation and the Executive, effective April 22, 1996, as amended by amendments effective November 3, 1997, November 11, 1999, October 27, 2009 and May 24, 2010 (each, an “Amendment” and such employment agreement, as amended, being herein referred to as the “Employment Agreement”), is hereby further amended as follows:
Upon the Executive’s termination of employment with the Corporation, effective May 31, 2011, based on requisite notice provided by the Executive on December 1, 2010, the payment of all cash and cash equivalent portion of his rights under the Employment Agreement, including, without limitation, an amount equal to two years of his base salary of $350,000 per annum prior to its temporary reduction, shall be accelerated and shall be paid in a lump sum immediately following the termination. For avoidance of doubt, all other rights shall continue for the two year period as previously provided.
|
/s/ Ofer Elyakim |
/s/ Eli Ayalon |
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| DSP Group, Inc. | Eli Ayalon | |||||
|
/s/ Dror Levy |
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| DSP Group, Ltd. | ||||||
Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
Between DSP Group, Inc., DSP Group, Ltd. and Ofer Elyakim (the “Executive”). Effective date of this amendment is May 16, 2011.
Executive entered into an employment agreement with DSP Group, Ltd., effective June 1, 2009 (the “Employment Agreement”). The Employment Agreement was amended effective February 1, 2011 (the “Amendment”). The Employment Agreement, as amended by the Amendment, is hereby further amended as follows:
1. The Amendment is hereby null and voided.
2. The reference to “Sections 2a.1 and 2a.2” in Section1b.1 is hereby changed to “Section 1a.1.” 3. The reference to “Section 2b.1” in Section 2 is hereby changed to “Section 1b.1.”
4. The notice period as defined in Section 3a of the Employment Agreement is hereby increased to one year from the nine months as set forth previously in the Amendment.
5. Section 6f of the Employment Agreement is hereby deleted.
6. The following paragraphs are added to the Employment Agreement as Section 12:
If the Executive’s employment with the Company is terminated by (i) the Company following a Change in Control; (ii) the Executive for Good Reason; or (iii) the Corporation without Cause, all rights of the Executive under the Employment Agreement shall continue for one year and all equity awards held by the Executive shall accelerate and immediately vest and be exercisable in whole or in part at any time for two years following the termination of employment.
For purposes of the Employment Agreement, a Change in Control is the occurrence of any of the following events: (i) a merger, reorganization, statutory share exchange, consolidation or similar transaction involving DSP Group, Inc. (“Parent”) or any of its subsidiaries, other than a transaction the principal purpose of which is to change the state in which Parent. is incorporated; (ii) the sale, transfer or other disposition of a majority of the equity securities of the Company or all or substantially all of Parent’s other assets; (iii) the complete liquidation or dissolution of Parent or the Company; (iv) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which Parent is the surviving entity but (A) the shares of Parent’s securities outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than forty percent (40%) of the total combined voting power of Parent’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in
such merger; (v) acquisition in a single or series of related transactions by any person or related group of persons (other than Parent or by a Parent-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than forty percent (40%) of the total combined voting power of Parent’s outstanding securities; or (vi) any time at which individuals who, as of May 16, 2011, constitute the board of directors of Parent (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board of directors of Parent; provided, however, that any individual becoming a director subsequent to May 16, 2011 whose election, or nomination for election by Parent’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the board of directors of Parent.
For purposes of the Employment Agreement, “Good Reason” is the occurrence of any of the following events: (A) a change in the Executive’s authority, duties, responsibilities or position from those in effect immediately prior to the Change in Control; (B) a material reduction in the Executive’s compensation terms from those in effective immediately prior to the Change in Control, including, without limitation, Salary and Directors Insurance, (C) a relocation of the Executive’s principal place of employment immediately prior to the Change in Control by more than twenty-five miles, or (D) a material breach of the Employment Agreement by the Company or any successor or assignee of the Company.
For purposes of the Employment Agreement, “Cause” is the occurrence of any of the events set forth in Section 3c of the Employment Agreement.
4. This amendment to the Employment Agreement shall be binding upon the Corporation and its successors and assigns, if any.
5. All terms and conditions of the Employment Agreement, other than amended hereby, shall remain in full force and effect.
|
/s/ Eliyahu Ayalon |
/s/ Ofer Elyakim |
|||||
| DSP Group, Inc. | Ofer Elyakim | |||||
|
/s/ Dror Levy |
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| DSP Group, Ltd. | ||||||
Exhibit 10.3
AMENDMENT TO EMPLOYMENT AGREEMENT
Between DSP Group, Inc., DSP Group, Ltd. and Dror Levy (the “Executive”). Effective date of this amendment is May 16, 2011.
Executive entered into an employment agreement with DSP Group, Ltd., effective June 9, 2002 (the “Employment Agreement”). The Employment Agreement was amended effective February 1, 2011 (the “Amendment”). The Employment Agreement, as amended by the Amendment, is hereby further amended as follows:
1. The Amendment is hereby null and voided.
2. Section 1 is hereby amended and restated as follows:
Job Description
a. Your position at the Company will be: Chief Financial Officer
b. Directly subordinate to: Chief Executive Officer
3. The notice period as defined in Section 3a of the Employment Agreement is hereby increased to nine months from the five months as set forth previously in the Amendment.
4. The following paragraphs are added to the Employment Agreement as Section 12:
If the Executive’s employment with the Company is terminated by (i) the Company following a Change in Control; (ii) the Executive for Good Reason; or (iii) the Corporation without Cause, all rights of the Executive under the Employment Agreement shall continue for nine months and all equity awards held by the Executive shall accelerate and immediately vest and be exercisable in whole or in part at any time for one year following the termination of employment.
For purposes of the Employment Agreement, a Change in Control is the occurrence of any of the following events: (i) a merger, reorganization, statutory share exchange, consolidation or similar transaction involving DSP Group, Inc. (“Parent”) or any of its subsidiaries, other than a transaction the principal purpose of which is to change the state in which Parent. is incorporated; (ii) the sale, transfer or other disposition of a majority of the equity securities of the Company or all or substantially all of Parent’s other assets; (iii) the complete liquidation or dissolution of Parent or the Company; (iv) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which Parent is the surviving entity but (A) the shares of Parent’s securities outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than forty percent (40%) of the total combined voting power of Parent’s outstanding securities are transferred to a person or persons different from those who held
such securities immediately prior to such merger or the initial transaction culminating in such merger; (v) acquisition in a single or series of related transactions by any person or related group of persons (other than Parent or by a Parent-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than forty percent (40%) of the total combined voting power of Parent’s outstanding securities; or (vi) any time at which individuals who, as of May 16, 2011, constitute the board of directors of Parent (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board of directors of Parent; provided, however, that any individual becoming a director subsequent to May 16, 2011 whose election, or nomination for election by Parent’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the board of directors of Parent.
For purposes of the Employment Agreement, “Good Reason” is the occurrence of any of the following events: (A) a change in the Executive’s authority, duties, responsibilities or position from those in effect immediately prior to the Change in Control; (B) a material reduction in the Executive’s compensation terms from those in effective immediately prior to the Change in Control, including, without limitation, Salary and Directors Insurance, (C) a relocation of the Executive’s principal place of employment immediately prior to the Change in Control by more than twenty-five miles, or (D) a material breach of the Employment Agreement by the Company or any successor or assignee of the Company.
For purposes of the Employment Agreement, “Cause” is the occurrence of any of the events set forth in Section 3c of the Employment Agreement.
5. This amendment to the Employment Agreement shall be binding upon the Corporation and its successors and assigns, if any.
6. All terms and conditions of the Employment Agreement, other than amended hereby, shall remain in full force and effect.
|
/s/ Eliyahu Ayalon |
/s/ Dror Levy |
|||||
| DSP Group, Inc. | Dror Levy | |||||
|
/s/ Ofer Elyakim |
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| DSP Group, Ltd. | ||||||