SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 29, 1999
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Xionics Document Technologies, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-20777 04-3186685
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
70 Blanchard Road, Burlington, MA 01803
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(Address of Principal Executive Offices) (Zip Code)
Company's telephone number, including area code: (781) 229-7000
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On July 29, 1999, the registrant announced that it had entered into an
Agreement and Plan of Merger and Reorganization dated as of July 29, 1999 with
Oak Technology, Inc. ("Oak"), which sets forth the terms and conditions of the
proposed merger of registrant with and into a wholly owned subsidiary of Oak
(the "Merger") pursuant to which such wholly owned subsidiary of the registrant
will be the surviving corporation in the Merger. The transaction is subject to
certain conditions, including approval by the stockholders of registrant (for
the Merger) and Oak (for the share issuance), and is expected to be completed
in the fourth quarter of 1999. A copy of the press release of the registrant
with respect to the Merger is included herein as Exhibit 99.1. Such press
release is incorporated by reference into this Item 5.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 - Press Release dated July 29, 1999
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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.
Dated: August 13, 1999
XIONICS DOCUMENT TECHNOLOGIES, INC.
By: /s/ Robert L. Lentz
_______________________________
Robert L. Lentz
Sr. Vice President and Chief Financial
Officer
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EXHIBIT 99.1
AT XIONICS: AT OAK TECHNOLOGY:
Bob Lentz, CFO Oak Technology
Xionics Document Technologies, Inc. Robert Hersh
781-229-4139 408-328-6899
[email protected] invester [email protected]
OAK TECHNOLOGY TO ACQUIRE XIONICS DOCUMENT TECHNOLOGIES
MOVE STRENGTHENS OAK'S POSITION AS A LEADING PROVIDER
OF EMBEDDED SOLUTIONS FOR THE CONNECTED OFFICE
SUNNYVALE, CALIF. - JULY 29, 1999 - Oak Technology (Nasdaq:OAKT) announced
today that it has entered into a definitive agreement pursuant to which Xionics
Document Technologies, Inc. (Nasdaq:XION), a leading supplier of embedded
software for the digital office, would be merged with a subsidiary of Oak.
Through the strategic merger with Xionics, Oak will solidify its leadership in
both imaging processors and embedded software, enhancing its position as the
supplier of choice to eight of the top ten OEMs of digital office equipment. By
combining the strengths of Xionics' embedded software and Oak's PixelMagic
image processors, the Company will offer its customers the industry's most
integrated and flexible platform.
"The connected office is fundamental to Oak's strategy. Distributed printing,
widespread connectivity, multifunction peripherals and the increasing use of
color and images are stimulating the need for high-performance, cost-effective
solutions. This combination with Xionics will provide us with the critical mass
to offer customers a complete solution covering their entire range of product
platforms," stated Young Sohn, Oak's CEO and President. "We are thrilled to
extend our partnership with one of the leading providers of imaging solutions,"
added Pete Simone, CEO & President of Xionics. "Our software solutions combined
with PixelMagic hardware solutions will make for the broadest offering
available for the connected office."
Forecasted growth in the digital office equipment market is being driven by the
emergence of the "connected office." As OEMs endeavor to introduce these
innovative, connected products, they require a solutions provider like Oak to
meet their needs. Oak's highly scalable, optimized standard architecture will
enable a wide range of digital office systems including digital copiers,
printers, fax machines, scanners, and multifunction peripherals and provide
unparalleled price/performance and flexibility to the digital office equipment
OEM.
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Oak Technology, through its PixelMagic brand, is a leading provider of advanced
compression and image processors and technology for the connected office. Oak
is a key technology partner to the world's premier digital office equipment OEM
and partners including Canon, DataProducts, Fujitsu, FujiXerox,
Hewlett-Packard, Kodak, Matsushita, Microtek, Minolta, Oce Graphics, Olivetti,
Ricoh, Sharp, Toshiba and Xerox. Oak's systems expertise and industry-leading
compression engines, imaging DSPs, and resolution enhancement processors help
drive the performance and capabilities of today's most advanced digital
copiers, printers, fax machines, scanners, and multifunction peripherals.
Xionics Document Technologies, Inc. designs, develops and markets embedded
software and technology for printers, copiers, and multifunction peripherals.
Xionics' OEM customers include Hewlett-Packard, IBM, Ricoh, Xerox, Seiko Epson
and Sharp; the majority of today's most popular office printers incorporate
Xionics' embedded software. By outsourcing embedded software from Xionics, OEMs
are able to deliver higher-quality products faster and at lower costs. Xionics'
complete solution for intelligent peripherals includes industry-leading printer
page description languages (PDLs), device drivers, operating system software
and network connectivity.
Terms of the Agreement
Under the terms of the agreement, Oak will acquire Xionics pursuant to a merger
of Xionics with and into a newly formed subsidiary of Oak. Xionics shareholders
will receive .803 share of Oak common stock for each share of Xionics stock and
$2.94 in cash. Oak will assume Xionics' outstanding options. The deal is
expected to close in the Fall of 1999, subject to various conditions including
customary regulatory approvals and approval by the shareholders of both Oak and
Xionics. The stock portion of the transaction is expected to be tax-free.
Xionics has approximately 11.5 million shares outstanding. The acquisition will
be accounted for under the purchase method of accounting.
This release may consist of forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual future events
or results. Factors that could cause actual outcome to differ materially from
those set forth include, without limitation, the difficulty of assimilating
Xionics' technology, products and people; coordination of sales and marketing;
competitive pricing actions and marketing programs, among others. For a further
discussion of such risks, see the Company's most recent SEC Forms 10-K and
10-Q.
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About Oak Technology
Founded in 1987, Oak Technology, Inc. designs, develops, and markets
high-performance semiconductors and related software to original equipment
manufacturers worldwide who serve the optical storage, consumer electronics and
digital office equipment markets. Oak has subsidiaries in Japan (Oak Technology
K.K.); Taiwan (Oak Technology, Taiwan); Andover, Mass. (PixelMagic, Inc.);
Bristol, U.K. (Oak Technology Ltd.); and Munich, Germany (Oak Technology GmbH).
The Company completed its initial public offering in February 1995. Additional
information about Oak Technology and its products can be found on the World
Wide Web at .
About Xionics Document Technologies
Xionics is a leading developer of innovative software and silicon for printing,
scanning, copying, processing and transmitting documents to computer
peripherals. Xionics partners with the industry's leading OEMs, including
Hewlett-Packard, Xerox, IBM, Ricoh, GCC, QMS, Seiko Epson and Sharp, to develop
peripherals that provide the performance, output quality and network
connectivity for today's office computing market. The company's corporate
headquarters is based in Burlington, Mass., with offices in Japan and Germany.
