<PAGE>
As filed with the Securities and Exchange Commission on January 9, 1997
Registration No. 33-89446
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
OAK TECHNOLOGY, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 77-0161486
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
139 KIFER COURT, SUNNYVALE, CALIFORNIA 94086
(Address of principal executive offices) (Zip Code)
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OAK TECHNOLOGY, INC.
1994 OUTSIDE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
------------------------------------
SIDNEY S. FAULKNER
VICE PRESIDENT, FINANCE,
CHIEF FINANCIAL OFFICER AND SECRETARY
OAK TECHNOLOGY, INC.
139 KIFER COURT, SUNNYVALE, CA 94086
(Name and address of agent for service)
(408) 737-0888
(Telephone number, including area code, of agent for service)
This Post-Effective Amendment No. 2 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c)
of the Securities Act of 1933.
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FORM S-8
POST-EFFECTIVE AMENDMENT NO. 2
The registration statement No. 33-89446, filed with the Securities and
Exchange Commission on February 14, 1995 (the "Registration Statement"), as
amended by Post-Effective Amendment No. 1, filed on May 3, 1996 (the
"Post-Effective Amendment No. 1"), is hereby further amended to correct the
number of shares of Registrant's common stock (the "Common Stock") available
for issuance under Registrant's 1994 Outside Directors' Stock Option Plan
(the "Directors' Plan"). The Registration Statement registered 250,000
shares of Common Stock issuable under the Directors' Plan. Post-Effective
Amendment No. 1, which reflected the two-for-one stock split which occurred in
March 1996, included 50,000 shares of Common Stock issuable under the
Directors' Plan following such split. The correct share reserve under the
Directors' Plan, adjusted to reflect the March, 1996 stock split, is 500,000
shares.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on this 9th day of
January, 1997.
OAK TECHNOLOGY, Inc.
By *
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David D. Tsang
President, Chief Executive Officer
and Director
Pursuant to the requirements of the 1933 Act, as amended, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
Signatures Title Date
- --------- ----- ----
*
- ---------------------- President and Chief Executive January 9, 1997
David D. Tsang Officer and Director (Principal
Executive Officer)
/s/ Sidney S. Faulkner
- ----------------------- Vice President, Finance, Chief January 9, 1997
Sidney S. Faulkner Financial Officer and Secretary
(Principal Financial and Accounting
Officer)
*
- ----------------------- Director January 9, 1997
Richard B. Black
*
- ----------------------- Director January 9, 1997
Ta-Lin Hsu
*
- ---------------------- Director January 9, 1997
Timothy Tomlinson
*By /s/ Sidney S. Faulkner
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Sidney S. Faulkner
Attorney-in-Fact
