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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment Number 9 to
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DSP Group, Inc.
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(Name of Issuer)
Common Stock, par value $.025 per share
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(Title of Class of Securities)
233328-10-6
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(CUSIP Number)
Magnum Technology Limited Henry I. Rothman, Esq.
c/o Rothschild Corporate Fiduciary Jenkens & Gilchrist Parker Chapin LLP
Services, Ltd. The Chrysler Building
P.O. Box 472 405 Lexington Avenue
St. Peter's House New York, New York 10174
Le Bordage 212-704-6000
St. Peter Port, Guernsey
Channel Islands GY1 6AX
Attention: Mr. Nicholas Moss
(Persons Authorized to Receive Notices and Communications)
February 5 and 12, 2002
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ]
CUSIP No. 233328-10-6 13D Page 2 of 7 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Magnum Technology Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds: WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization BRITISH VIRGIN ISLANDS
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Number of 7. Sole Voting Power 464,500
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 1,128,231 (held by record
By Each of Magnum Telecom Limited,
Reporting a wholly-owned subsidiary)
Person With ------------------------------------------------------
9. Sole Dispositive Power 464,500
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10. Shared Dispositive Power 1,128,231 (held of record
by Magnum Telecom Limited)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,592,731 (1,128,231 of which is beneficially owned indirectly)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
5.9%
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14. Type of Reporting Person (See Instructions)
IV
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CUSIP No. 233328-10-6 13D Page 3 of 7 Pages
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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 Limited ("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
Not applicable.
Item 4. Purpose of Transaction
The purpose of the previous acquisitions by the Reporting Person was to
purchase the shares of Common Stock of DSP ("Shares") for investment purposes.
Pursuant to a Stock Purchase Agreement between DSP and the Reporting Person
dated as of February 2, 1999 (the
CUSIP No. 233328-10-6 13D Page 4 of 7 Pages
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"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 the Reporting Person's ownership of DSP does not fall below (i) 7% of
the issued and outstanding Common Stock of DSP (without giving effect to shares
of Common Stock issued upon exercise of stock options) and (ii) 1,642,552 shares
of the Common Stock of DSP (subject to appropriate adjustment in the event of
recapitalization, spin-off, stock split, reverse stock split or other similar
transaction). In the event Reporting Person's ownership of Common Stock of DSP
falls below the levels described in the preceding sentence, the Reporting Person
may only designate one director to its Board of Directors.
The Reporting Person reviews from time to time the performance of its
investments and, therefore, may, from time to time, acquire securities of DSP
not to exceed 35% of the outstanding Common Stock of DSP or dispose of
securities 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.
CUSIP No. 233328-10-6 13D Page 5 of 7 Pages
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Item 5. Interest in Securities of the Issuer
Number of Percent of
Name Shares Class
---- --------- ----------
Magnum Technology Limited 1,592,731 (including 5.9%
1,128,231 shares of
Common Stock held
of record by Magnum
Telecom Limited)
During the past 60 days the Reporting Person has effected the following
transaction:
The Reporting Person disposed of 267,000 shares of Common Stock of DSP on
February 5, 2002 on the open market at a sale price of $21.61 per share of
Common Stock.
The Reporting Person disposed of 168,769 shares of Common Stock of DSP on
February 12, 2002 on the open market at a sale price of $22.48 per share of
Common Stock.
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 of Directors
of DSP for election as directors at each annual meeting of stockholders of DSP.
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.
On October 31, 2000, Magnum Telecom Limited ("Magnum Telecom") entered into
a Sponsor Pledge and Security Agreement (the "SPA") with certain other sponsors
in favor of The Chase Manhattan Bank (the "Bank"), acting as collateral agent.
Pursuant to the SPA, Magnum Telecom has granted to the Bank a securing interest
and continuing lien on all of Magnum Telecom's right, title and interest in and
to 530,000 shares of Common Stock of DSP securing Magnum Telecom's obligations
to provide certain capital contributions pursuant to a certain Capital
Contribution Agreement as shareholder of Global Village Telecom LTDA.
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.
CUSIP No. 233328-10-6 13D Page 6 of 7 Pages
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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
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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 13, 2002
MAGNUM TECHNOLOGY LIMITED
FIRST BOARD LIMITED
(Director of Reporting Person)
By: /s/ Nicholas Moss
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Name: Nicholas Moss
Title: Authorized Signatory of
First Board Limited, Director