Description of Registrants Securities
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
Description of Securities
The following description of the capital stock of DSP Group, Inc., is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Second Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and our Amended and Restated Bylaws (the “Bylaws”), each of which are exhibits to our Annual Report on Form 10-K, of which this Exhibit 4.1 is a part. For additional information, we encourage you to read the Certificate of Incorporation, the Bylaws, and the applicable laws of the state of Delaware.
Authorized Capital Shares
Our authorized capital shares consist of 50,000,000 shares of common stock, par value $.001 per share (“Common Stock”) and 5,000,000 shares of preferred stock, par value $.001 per share, which may be issued from time to time in one or more series (“Preferred Stock”). As of December 31, 2019, 23,110,631 shares of Common Stock were issued and outstanding.
As of December 31, 2019, no Preferred Stock was issued or outstanding. However, our board of directors has the authority, subject to any limitations imposed by law, without any further vote or action by the stockholders, to provide for the issuance of up to 5,000,000 shares of Preferred Stock in one or more series with such designations, rights, preferences, and limitations as the board of directors may determine, including the consideration received, the number of shares comprising each series, dividend rates, redemption provisions, liquidation preferences, sinking fund provisions, conversion rights and voting rights. Thus, without seeking stockholder approval, our board of directors may issue Preferred Stock with voting and other rights that could adversely affect the voting power of the holders of our Common Stock.
The issuance of our Preferred Stock, while potentially providing flexibility in connection with possible acquisitions and other corporate purposes, could increase the difficultly for a third party to acquire, or delay or deter a third party from attempting to acquire, a majority of our outstanding voting stock.
The holders of our Common Stock are entitled to one vote per share on all matters submitted for action by our stockholders. There is no provision for cumulative voting with regard to the election of directors. Our Bylaws provide that in a contested election, a director nominee receiving a plurality of the votes cast at such an election shall be elected.
The board of directors may declare a dividend out of funds legally available therefore and, subject to the rights of holders of Preferred Stock, if any, the holders of Common Stock are entitled to receive ratably any such dividends.
Subject to the rights of holders of Preferred Stock, if any, in the event of a liquidation, dissolution or winding up, holders of Common Stock are entitled to share ratably in all assets legally available for distribution to our stockholders.
Other Rights and Preferences
Holders of Common Stock have no preemptive rights or other subscription rights to convert their shares into any other securities. There are no redemption or sinking fund provisions applicable to the Common Stock.
Additional Provisions that Could Delay or Prevent a Change in Control
Our Certificate of Incorporation and Bylaws contain provisions that may prevent or discourage a third party from acquiring us, even if the acquisition would be beneficial to our stockholders. Our Bylaws also place limitations on the authority to call a special meeting of stockholders. Our stockholders may take action only at a meeting of stockholders and not by written consent. We have advance notice procedures for stockholders desiring to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. In addition, these factors may also adversely affect the market price of our Common Stock, and the voting and other rights of the holders of our Common Stock.
The Common Stock is traded on The NASDAQ Stock Market LLC under the trading symbol “DSPG.”