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): May 28, 2013

 

 

DSP GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-35256   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)

 

  x 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 8.01. OTHER EVENTS

Election of New Chairman of the Board of Directors

Effective May 28, 2013, Patrick Tanguy, a current independent director of the Board of Directors of DSP Group, Inc. (the “Board”) was elected as the non-executive Chairman of the Board. He replaced Eliyahu Ayalon, who resigned as Chairman but will remain as a member of the Board.

Stockholder Letter

On May 28, 2013, DSP Group, Inc. issued a letter to its stockholders relating to corporate governance matters. A copy of the stockholder letter is filed herewith as Exhibit 99.1.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

d. Exhibits

 

Exhibit No.

   

Description

99.1    Letter to Stockholders of DSP Group, Inc., dated May 28, 2013.

 

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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 28, 2013   By:  

/s/ Dror Levy

    Dror Levy
    Chief Financial Officer and Secretary

 

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