Form 8-K

 

 

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): February 1, 2012

 

 

DSP GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-35256
   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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 1, 2012, DSP Group, Inc. (the “Company”) announced its financial results for the quarter and year ended December 31, 2011. A copy of the press release, dated February 1, 2012, is attached and filed herewith as Exhibit 99.1. This information, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

In addition to the disclosure of financial results for the quarter and year ended December 31, 2011 in accordance with generally accepted accounting principles in the United States (“GAAP”), the press release also included non-GAAP net loss and loss per share for the quarter and year ended December 31, 2011 and 2010 that excluded (a) for the quarter ended December 31, 2011, the impact of amortization of acquired intangible assets of $1,381,000 associated with the acquisition of the Cordless and VoIP Terminals business of NXP B.V. (the “Acquisition”), equity-based compensation expenses of $1,156,000, other income from remeasurement of the Company’s initial investment in an affiliated company of $1,343,000, and a tax benefit of $635,000 resulting from the reversal of an income tax contingency reserve that was determined to be no longer needed due to the expiration of applicable statute of limitations (the “Reversal”); (b) for the quarter ended December 31, 2010, the impact of amortization of acquired intangible assets of $2,495,000 associated with the Acquisition, equity-based compensation expenses of $2,211,000, and restructuring expenses of $69,000 associated with the reorganization of the Company’s operations (the “Reorganization”); (c) for the year ended December 31, 2011, the impact of amortization of acquired intangible assets of $7,972,000 associated with the Acquisition; equity-based compensation expenses of $6,218,000; restructuring income of $170,000 associated with the Reorganization; other income from remeasurement of our initial investment in an affiliated company of $1,343,000; and a tax benefit of $635,000 resulting from the Reversal; (d) for the year ended December 31, 2010, the impact of amortization of acquired intangible assets of $9,975,000 associated with the Acquisition; equity-based compensation expenses of $9,553,000; restructuring expenses of $463,000 associated with the Reorganization; a tax benefit of $571,000 resulting from the Reversal; and income of $2,500,000 resulting from the Reversal included in the cost of goods sold.

The Company believes that the non-GAAP presentation in the press release is useful to investors in analyzing the results for the quarter and year ended December 31, 2011 because the exclusion of such expense may provide a more meaningful analysis of the Company’s core operating results. Further, the Company believes it is useful for investors to understand how the expenses associated with the application of FASB ASC No. 718 are reflected on its statements of income. The non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP, and are intended to provide additional insight into the Company’s operations that, when viewed with its GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, offer a more complete understanding of factors and trends affecting the Company’s business. The non-GAAP presentation should not be viewed as a substitute for the Company’s reported GAAP results.

 

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

d. Exhibits

 

Exhibit No.

   

Description

99.1    Press Release of DSP Group, Inc., dated February 1, 2012.

 

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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: February 1, 2012   By:  

/s/ Dror Levy

    Dror Levy
    Chief Financial Officer and Secretary

 

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