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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
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TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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DSP COMMUNICATIONS, INC.
(NAME OF SUBJECT COMPANY)
INTEL CORPORATION
CWC ACQUISITION CORPORATION
(BIDDERS)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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23332K106
(CUSIP NUMBER OF CLASS OF SECURITIES)
F. THOMAS DUNLAP, JR.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
INTEL CORPORATION
2200 MISSION COLLEGE BOULEVARD
SANTA CLARA, CALIFORNIA 95052
(408) 765-1125
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDER)
COPIES TO:
KENNETH R. LAMB
TIMOTHY J. HART
GIBSON, DUNN & CRUTCHER LLP
ONE MONTGOMERY STREET
TELESIS TOWER
SAN FRANCISCO, CA 94104
(415) 393-8200
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$1,576,145,952* $315,229
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* For purposes of fee calculation only. The total transaction value is based on
the aggregate of 40,385,683 shares of common stock (the "Shares") outstanding
(exclusive of treasury shares) and vested options to purchase 3,396,149
Shares, in each case as of October 19, 1999, multiplied by the offer price of
$36.00 per Share.
The amount of the filing fee calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934 equals 1/50 of 1% of the value
of the Shares to be purchased.
[ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULES 0-11(a)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
Amount previously
paid: None Filing party: Not Applicable
Form or registration
no.: Not Applicable Date filed: Not Applicable
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14D-1
CUSIP NO. 23332K106
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1. NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
Intel Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,519,385 Shares(1)
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
19.67%(1)
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10. TYPE OF REPORTING PERSON
CO
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(1) Intel Corporation ("Intel") does not directly own any Shares. The 9,519,385
Shares are comprised of the following:
(a) 1,519,385 Shares in the aggregate are the subject of Tender and Voting
Agreements and Irrevocable Proxies dated October 13, 1999 (the "Voting
Agreements") which Intel and CWC Acquisition Corporation ("Purchaser")
have entered into with Davidi Gilo and Joseph Perl, two stockholders of
the Company (the "Proxy Grantors"). Pursuant to the Voting Agreements,
upon the terms and subject to the conditions therein, each Proxy
Grantor has agreed to tender to Purchaser all Shares beneficially owned
by such Proxy Grantor, has agreed with Intel and Purchaser to vote such
Shares in favor of approval of the Merger Agreement and the
transactions contemplated thereby and has granted an irrevocable proxy
to Purchaser with respect to such Shares. As a result, Intel holds
shared voting power with respect to such Shares.
(b) 8,000,000 Shares are the subject of a Stock Option Agreement dated
October 13, 1999 between Intel and the Company (the "Stock Option
Agreement") pursuant to which Intel has the option to purchase up to
8,000,000 Shares at an exercise price of $36 per Share subject to the
terms and conditions of the Stock Option Agreement. Although not
presently exercisable, such option would become exercisable upon the
occurrence of certain events.
2
14D-1
CUSIP NO. 23332K106
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1. NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (ENTITIES ONLY)
CWC Acquisition Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ] (b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(e) or 2(f) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,519,385 Shares(2)
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [ ]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
3.8%(2)
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10. TYPE OF REPORTING PERSON
CO
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(2) Purchaser does not directly own any Shares. As set forth in footnote 1 of
page 2 above, the 1,519,385 Shares are the subject of Voting Agreements.
3
INTRODUCTION
This Tender Offer Statement on Schedule 14D-1 (this "Statement") relates to
the offer by CWC Acquisition Corporation, a Delaware corporation ("Purchaser"),
and a direct, wholly owned subsidiary of Intel Corporation, a Delaware
corporation ("Intel"), to purchase all outstanding shares of common stock, par
value $.001 per share (the "Shares"), of DSP Communications, Inc., a Delaware
corporation (the "Company"), at a price of $36 per Share, net to the tendering
stockholders in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated October 20, 1999 (the "Offer to Purchase"), and the
related Letter of Transmittal (which together constitute the "Offer"), copies of
which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. The Offer
is being made pursuant to an Agreement and Plan of Merger, dated as of October
13, 1999, by and among Intel, Purchaser and the Company (the "Merger
Agreement"), which provides, among other things, that as promptly as practicable
after the satisfaction or, if permissible, waiver of the conditions set forth
therein (including, without limitation, the purchase of Shares pursuant to the
Offer), Purchaser will be merged with and into the Company (the "Merger"), with
the Company continuing as the surviving corporation and a wholly owned
subsidiary of Intel. Upon consummation of the Merger, each issued Share that is
outstanding immediately prior to the Merger (except for Shares owned by the
Company or Intel, or any subsidiary of the Company or Intel) will be converted
automatically into the right to receive the amount paid per Share in the Offer,
in cash, without interest, upon surrender of the certificate representing the
Share.
The information contained in this Statement concerning the Company,
including, without limitation, information concerning the deliberations,
approvals and recommendations of the Board of Directors of the Company in
connection with the transaction, the opinion of the financial advisor to such
Board of Directors, and the Company's capital structure and financial
information, was supplied by the Company. Neither Purchaser nor Intel takes any
responsibility for the accuracy of such information.
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) The name of the subject company is DSP Communications, Inc., a Delaware
corporation, which has its principal executive offices at 20300 Stevens Creek
Boulevard, 4th Floor, Cupertino, California 95014.
(b) The class of equity securities being sought is the Company's common
stock, par value $.001 per share. The information set forth in the Offer to
Purchase under the caption "INTRODUCTION" is incorporated herein by reference.
(c) The information concerning the principal market in which the Shares are
traded and certain high and low sales prices for the Shares in such principal
market set forth in the Offer to Purchase under the caption "THE TENDER
OFFER -- 6. Price Range of the Shares" is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (d), (g) This Statement is filed by Purchaser and Intel. The
information concerning the name, state or other place of organization, principal
business and address of the principal office of Purchaser and Intel, and the
name, age, business address, present principal occupation or employment
(including the name, principal business and address of any corporation or other
organization in which such employment or occupation is conducted), material
occupations, positions, offices or employment during the last five years and
citizenship of each of the executive officers and directors of Purchaser and
Intel is set forth in the Offer to Purchase under the captions "INTRODUCTION"
and "THE TENDER OFFER -- 8. Certain Information Concerning Purchaser and Intel,"
and in Schedule I to the Offer to Purchase, is incorporated herein by reference.
(e) and (f) During the last five years, neither Purchaser, Intel, nor, to
the knowledge of Purchaser or Intel, any person listed in Schedule I to the
Offer to Purchase has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a
4
judgment, decree or final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any
violations of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a) The information set forth in the Offer to Purchase under the captions
"INTRODUCTION," "THE TENDER OFFER -- 8. Certain Information Concerning Purchaser
and Intel," and "THE TENDER OFFER -- 10. Certain Transactions between Intel and
the Company" is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase under the captions
"INTRODUCTION," "THE TENDER OFFER -- 8. Certain Information Concerning Purchaser
and Intel," "THE TENDER OFFER -- 10. Certain Transactions between Intel and the
Company," and "THE TENDER OFFER -- 11. Contacts with the Company; Background of
the Offer and the Merger" is incorporated herein by reference.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a) and (b) The information set forth in the Offer to Purchase under the
caption "THE TENDER OFFER -- 9. Source and Amount of Funds" is incorporated
herein by reference.
(c) Not applicable.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSAL OF THE BIDDER
(a) - (e) The information set forth in the Offer to Purchase under the
captions "INTRODUCTION," "THE TENDER OFFER -- 12. Purpose of the Offer and The
Merger Agreement" and "THE TENDER OFFER -- 13. The Merger Agreement, the Stock
Option Agreement and the Voting Agreements" is incorporated herein by reference.
(f) and (g) The information set forth in the Offer to Purchase under the
caption "THE TENDER OFFER -- 17. Effects of the Offer on the Market for Shares;
New York Stock Exchange and Exchange Act Registration" is incorporated herein by
reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a) and (b) The information set forth in the Offer to Purchase under the
captions "THE TENDER OFFER -- 10. Certain Transactions between Intel and the
Company," "THE TENDER OFFER -- 12. Purpose of the Offer and The Merger
Agreement" and "THE TENDER OFFER -- 13. The Merger Agreement, the Stock Option
Agreement and the Voting Agreements" is incorporated herein by reference.
ITEM 7.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES
The information set forth in the Offer to Purchase under the captions "THE
TENDER OFFER -- 10. Certain Transactions between Intel and the Company," "THE
TENDER OFFER -- 12. Purpose of the Offer and The Merger Agreement" and "THE
TENDER OFFER -- 13. The Merger Agreement, the Stock Option Agreement and the
Voting Agreements" is incorporated herein by reference.
ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
The information set forth in the Offer to Purchase under the caption "THE
TENDER OFFER -- 20. Fees and Expenses" is incorporated herein by reference.
ITEM 9. FINANCIAL STATEMENTS OF INTEL
The information set forth in the Offer to Purchase under the caption "THE
TENDER OFFER -- 8. Certain Information Concerning Purchaser and Intel" is
incorporated herein by reference.
5
ITEM 10. ADDITIONAL INFORMATION
(a) The information set forth in the Offer to Purchase under the caption
"THE TENDER OFFER -- 12. Purpose of the Offer and The Merger Agreement", "THE
TENDER OFFER -- 13. The Merger Agreement, the Stock Option Agreement and the
Voting Agreements" and "THE TENDER OFFER -- 14. Interests of Certain Persons in
the Merger" is incorporated herein by reference.
(b) and (c) The information set forth in the Offer to Purchase under the
caption "THE TENDER OFFER -- 19. Certain Legal Matters; Regulatory Approvals" is
incorporated herein by reference.
(d) The information set forth in the Offer to Purchase under the caption
"THE TENDER OFFER -- 17. Effects of the Offer on the Market for Shares; New York
Stock Exchange and Exchange Act Registration" is incorporated herein by
reference.
(e) The information set forth in the Offer to Purchase under the caption
"THE TENDER OFFER -- 21. Miscellaneous" is incorporated herein by reference.
(f) The information set forth in the Offer to Purchase and the Letter of
Transmittal, to the extent not otherwise incorporated by reference, is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(l) Offer to Purchase, dated as of October 20, 1999
(a)(2) Letter of Transmittal
(a)(3) Notice of Guaranteed Delivery
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(a)(7) Form W-8
(a)(8) Form of Summary Advertisement, dated as of October 20, 1999
(a)(9) Press Releases dated October 14 and October 20, 1999 issued
by Intel
(b) None
(c)(1) Agreement and Plan of Merger, dated as of October 13, 1999,
by and among the Company, Purchaser and Intel
(c)(2) Stock Option Agreement, dated as of October 13, 1999,
between the Company and Intel
(c)(3) Tender And Voting Agreement And Irrevocable Proxy, dated as
of October 13, 1999, among Davidi Gilo, Purchaser and Intel
(c)(4) Tender And Voting Agreement And Irrevocable Proxy, dated as
of October 13, 1999, among Joseph M. Perl, Purchaser and
Intel
(c)(5) Letter Agreement between Intel and Davidi Gilo
(c)(6) Covenant Not to Compete between Intel and Davidi Gilo
(c)(7) Letter Agreement between Intel and Joseph M. Perl
(c)(8) Covenant Not to Compete between Intel and Joseph M. Perl
(c)(9) Letter Agreement between Intel and David Aber
(c)(10) Letter Agreement between Intel and Stephen P. Pezzola
(c)(11) Letter Agreement between Intel and Shmuel Arditi
(d) None
(e) Not applicable
(f) None
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 20, 1999 CWC ACQUISITION CORPORATION
By: /s/ SUZAN A. MILLER
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Suzan A. Miller
President
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 20, 1999 INTEL CORPORATION
By: /s/ F. THOMAS DUNLAP, JR.
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F. Thomas Dunlap, Jr.
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT INDEX NUMBERED PAGE
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(a)(1) Offer to Purchase, dated as of October 20, 1999.............
(a)(2) Letter of Transmittal.......................................
(a)(3) Notice of Guaranteed Delivery...............................
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees................................
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees...................
(a)(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9...............................
(a)(7) Form W-8....................................................
(a)(8) Form of Summary Advertisement, dated as of October 20,
1999........................................................
(a)(9) Press Releases dated October 14 and October 20, 1999 issued
by Intel....................................................
(b) None........................................................
(c)(1) Agreement and Plan of Merger, dated as of October 13, 1999,
by and among the Company, Purchaser and Intel...............
(c)(2) Stock Option Agreement, dated as of October 13, 1999,
between the Company and Intel...............................
(c)(3) Tender And Voting Agreement And Irrevocable Proxy, dated as
of October 13, 1999, among Davidi Gilo, Purchaser and
Intel.......................................................
(c)(4) Tender And Voting Agreement And Irrevocable Proxy, dated as
of October 13, 1999, among Joseph M. Perl, Purchaser and
Intel.......................................................
(c)(5) Letter Agreement between Intel and Davidi Gilo..............
(c)(6) Covenant Not to Compete between Intel and Davidi Gilo.......
(c)(7) Letter Agreement between Intel and Joseph M. Perl...........
(c)(8) Covenant Not to Compete between Intel and Joseph M. Perl....
(c)(9) Letter Agreement between Intel and David Aber...............
(c)(10) Letter Agreement between Intel and Stephen P. Pezzola.......
(c)(11) Letter Agreement between Intel and Shmuel Arditi............
(d) None........................................................
(e) Not applicable..............................................
(f) None........................................................
8