-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E9Sk5AacSBZsoZHu+lZBxH7a2qj921xoaRIeNPjrmgCJbd1BXyGWN+OnwGiP1t6D 2SLIHGxYKb+CUeN6lvS/zQ== 0000910680-99-000086.txt : 19990222 0000910680-99-000086.hdr.sgml : 19990222 ACCESSION NUMBER: 0000910680-99-000086 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DSP GROUP INC /DE/ CENTRAL INDEX KEY: 0000915778 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942683643 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52997 FILM NUMBER: 99546051 BUSINESS ADDRESS: STREET 1: 3120 SCOTT BLVD CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4089864300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAGNUM TECHNOLOGY FUND LTD CENTRAL INDEX KEY: 0001070374 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 472 ST PETERS HOUSE LE BORDAGE STREET 2: ST PETER PORT BUERNSEY CHANNEL ISLANDS MAIL ADDRESS: STREET 1: PO BOX 472 ST PETERS HOUSE LE BORDAGE STREET 2: ST PETER PORT GUERNSEY CHANNEL ISLAND STATE: D8 SC 13D/A 1 AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment Number 1 to Schedule 13D Under the Securities Exchange Act of 1934 DSP Group, Inc. -------------------------------------- (Name of Issuer) Common Stock, par value $.025 per share ------------------------------------------------------- (Title of class of securities) 233328-10-6 ----------------------------------------------- (CUSIP Number) Magnum Technology, Ltd. Henry I. Rothman, Esq. c/o Rothschild Corporate Fiduciary Parker Chapin Flattau & Klimpl, LLP Services, Ltd. 1211 Avenue of the Americas P.O. Box 472 New York, New York 10036 St. Peter's House 212-704-6000 Le Bordage St. Peter Port, Guernsey Channel Islands GY1 6AX Attention: Mr. Nicholas Moss (Persons Authorized to Receive Notices and Communications) February 12, 1999 ------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] CUSIP No. 233328-10-6 13D Page 2 of 7 Pages ------- ----- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Magnum Technology, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 2,896,500 OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON -0- WITH 9 SOLE DISPOSITIVE POWER 2,896,500 10 SHARED DISPOSITIVE POWER -0- ---------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 2,896,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.7% 14 TYPE OF REPORTING PERSON* IV - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 233328-10-6 13D Page 3 of 7 Pages ------- ----- Schedule 13D Item 1. Security and Issuer This statement relates to the Common Stock of DSP Group, Inc.. ("DSP"). DSP's executive offices are located at 3120 Scott Boulevard, Santa Clara, California 95054. Item 2. Identity and Background This statement is filed by Magnum Technology, Ltd. ("Magnum" or the "Reporting Person"), a British Virgin Islands Corporation, Magnum is principally engaged in making investments. The address of the principal business office of Magnum is St. Peter's House, Le Bordage, St. Peter Port, Guernsey, Channel Islands. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) During the last five years, neither the Reporting Person nor any executive officer or director of the Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Reporting Person nor any executive officer or director of the Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or findings of any violation with respect to such laws. (f) Not applicable. Item 3. Source and Amount of Funds or Other Consideration Since the Reporting Person's previous Schedule 13D filing, three hundred eight thousand shares of Common Stock (308,000) were purchased on the open market between February 10, 1999 and February 12, 1999. None of the consideration used in making the purchases, or any part of the CUSIP No. 233328-10-6 13D Page 4 of 7 Pages ------- ----- purchase price has been represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities. The Reporting Person had previously purchased the balance of shares of Common Stock of DSP as follows: 165,500 on the open market between June 1998 and October 1998, 123,000 shares of Common Stock of DSP on the open market between February 5, 1999 and February 9, 1999 and 2,300,000 shares of Common Stock of DSP pursuant to a Stock Purchase Agreement between DSP and the Reporting Person dated as of February 2, 1999 ("Stock Purchase Agreement").1 Item 4. Purpose of Transaction The purpose of the transaction was to purchase the Shares for investment purposes. Pursuant to the Stock Purchase Agreement, the Reporting Person designated two persons to DSP's Board of Directors and has the right to continue to designate two persons as long as DSP continues to own 7% or more of DSP's outstanding shares of Common Stock. In the event that the Reporting Person's ownership of DSP falls below 7% of the issued and outstanding Common Stock of DSP, the Reporting Person may only designate one director to its Board of Directors. The Reporting Person intends to purchase, from time to time, additional shares of Common Stock of DSP so that its aggregate ownership may reach 35% of the outstanding Common Stock of DSP. Except as may be provided herein or in the Stock Purchase Agreement, the Reporting Person does not have any other plans or proposals which would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of DSP or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of DSP or any of its subsidiaries; (iii) any change in the present board of directors or management of DSP, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of DSP; (v) any other material change in DSP's business or corporate structure, (vi) any changes in DSP's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of DSP by any person; (vii) causing a class of securities of DSP to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) causing a class of equity securities of DSP to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of those enumerated above. - -------- 1 The Stock Purchase Agreement was previously filed as Exhibit No. 1 to the Reporting Person's Schedule 13D filed with the Securities and Exchange Commission on February 12, 1999. CUSIP No. 233328-10-6 13D Page 5 of 7 Pages ------- ----- Item 5. Interest in Securities of the Issuer Number of Percent of Name Shares Class ---- --------- ---------- Magnum Technology, Ltd. 2,896,500 24.7% Other than pursuant to the Stock Purchase Agreement, the Reporting Person purchased the following shares of Common Stock of DSP during the past 60 days on the open market as follows: On February 5, 1999 the Reporting Person purchased 500 shares of Common stock of DSP for $13.50 per share on the open market. On February 8, 1999 the Reporting Person purchased 30,000 shares of Common Stock of DSP for $13.50 per share on the open market (commissions excluded). On February 9, 1999, the Reporting Person purchased 92,000 shares of Common Stock of DSP for $13.00 per share on the open market (commissions excluded). On February 11, 1999 the Reporting Person purchased 7,000 shares of Common Stock of DSP for $12.6875 per share (commissions excluded) and 10,000 shares of Common Stock of DSP for $12.75 per share (commissions excluded). On February 11, 1999 the Reporting Person purchased 43,500 shares of Common Stock of DSP for $13 per share (commissions excluded) and 1,500 shares of Common Stock of DSP for $12.875 per share (commissions excluded). On February 12, 1999, the Reporting Person purchased 230,000 shares of Common Stock of DSP for $12.6875 per share (commissions excluded), 5,000 shares of Common Stock of DSP for $12.75 per share (commissions excluded) and 11,000 shares of Common Stock of DSP for $12.875 per share (commissions excluded). Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Person has agreed that so long as it owns at least 15% of the outstanding shares of Common Stock of the Company (without giving effect to shares of Common Stock issued upon exercise of stock options after February 2, 1999), or a designee of the Reporting Person is a director of DSP, the Reporting Person will vote for the slate of nominees recommended by the Board CUSIP No. 233328-10-6 13D Page 6 of 7 Pages ------- ----- of Directors of DSP for election as directors at each annual meeting of stockholders of DSP. The Reporting Person also agreed, pursuant to the Stock Purchase Agreement, that without the prior written consent of DSP (i) for a period commencing on February 2, 1999 and ending the day immediately prior to the first anniversary of such date, the Reporting Person will not sell, transfer or otherwise dispose of any of the Shares or any other shares of Common Stock owned by the Reporting Person and (ii) from the period commencing on February 2, 2000 and ending on August 2, 2000 the Reporting Person will dispose the Shares or any shares of Common Stock of DSP owned by it only up to the volume limits set forth in Rule 144(e)(i) of the Securities Act of 1933, as amended, provided, however, the Reporting Person has agreed that it will not dispose any of the Shares or any other shares of Common Stock of DSP owned by the Reporting Person during any period in which directors of DSP are subject to a "blackout period" or other prohibitions against the sale or disposition of Common Stock. To the knowledge of the Reporting Person on the date hereof, except to the extent set forth herein or in the Exhibit herewith, the Reporting Person does not have any other contracts, arrangements, understandings or relationship (legal or otherwise) with any person with respect to securities issued by DSP, including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, divisions or profits or loss or the giving or withholding of proxies. A summary of the Stock Purchase Agreement, which is incorporated herein by reference, is provided in Item 4 herein. Item 7. Material to be Filed as Exhibits None CUSIP No. 233328-10-6 13D Page 7 of 7 Pages ------- ----- SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct. Dated: February 19, 1999 MAGNUM TECHNOLOGY, LTD. FIRST BOARD LIMITED (Director of Reporting Person) By: /s/ Nicholas Moss ------------------------------------ Name: Nicholas Moss Title: Director of First Board Limited -----END PRIVACY-ENHANCED MESSAGE-----