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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 2
to
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended June 30, 1996 OR Commission File No. 0-25298
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
OAK TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0161486
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
139 KIFER COURT 94086
SUNNYVALE, CALIFORNIA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 737-0888
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the Registrant was required
to file such reports, and (2) has been subject to such filing requirements for
the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference to Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $239,501,388 as of August 31, 1996, based upon the
closing price of the Registrant's Common Stock on the Nasdaq National Market
reported for August 30, 1996. Shares of Common Stock held by each executive
officer and Director and by each person who beneficially owns more than 5% of
the outstanding Common Stock have been excluded in that such persons may under
certain circumstances be deemed to be affiliates. This determination of
executive officer or affiliate status is not necessarily a conclusive
determination for other purposes.
40,328,165 shares of the Registrant's $.001 par value Common Stock were
outstanding at August 31, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents (or portions thereof) are incorporated by reference into
the Parts of this Form 10-K noted: NONE
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FORM 10-K/A
AMENDMENT NO. 2
The undersigned Registrant hereby amends Exhibit 10.17 filed pursuant to
Item 14 of Form 10-K and files such amended exhibit herewith.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
Exhibit
Number Exhibit Title
- ------- -------------
3.01 The Company's Restated Certificate of Incorporation (2)
3.02 The Company's Restated Bylaws (3)
4.01 Form of Specimen Certificate for the Company's Common Stock (1)
4.02 Amended and Re-stated Registration Rights Agreement dated as of
October 15, 1993 among the Company and various investors (1)
10.01 1988 Stock Option Plan, as amended, and related documents (1)*
10.02 1994 Stock Option Plan and related documents (1)*
10.03 1994 Outside Directors' Stock Option Plan and related
documents (1)*
10.04 1994 Employee Stock Purchase Plan (1)*
10.05 401(k) Plan and related documents (1) and Amendment Number One
and Supplemental Participation Agreement thereto*
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10.06 Lease Agreement for 139 Kifer Court, Sunnyvale, California
dated August 3, 1988 between John Arrillaga, Trustee, or his
Successor Trustee, UTA dated 7/20/77 (John Arrillaga Separate
Property Trust) as amended and Richard T. Peery, Trustee, or his
Successor Trustee, UTA dated 7/20/77 (Richard T. Peery Separate
Property Trusts) as amended, and Justin Jacobs, Jr., dba Siri-Kifer
Investments, a joint venture, and the Company as amended June 1,
1990, and Consent to Alterations dated March 26, 1991 (1) and
amendments thereto dated June 15, 1995 and July 19, 1995
10.07 Lease Agreement for 140 Kifer Court, Sunnyvale, California
dated August 22, 1994 between John Arrillaga, Trustee, or his
Successor Trustee, UTA dated 7/20/77 (John Arrillaga Separate
Property Trust) as amended and Richard T. Peery, Trustee, or his
Successor Trust UTA dated 7/20/77 (Richard T. Peery Separate
Property Trust) as amended, and Justin Jacobs, Jr., dba Siri-Kifer
Investments, a joint venture, and the Company as amended June 1,
1990, and Consent to Alterations dated March 26, 1991 (1) and
amendment thereto dated June 15, 1995
10.08 Lease Agreement for 130 Kifer Court, Sunnyvale, California
dated June 15, 1995 between John Arrillaga, Trustee, or his
Successor Trustee, UTA dated 7/20/77 (John Arrillaga Separate
Property Trust) as amended and Richard T. Peery, Trustee, or his
Successor Trustee, UTA dated 7/20/77 (Richard T. Peery Separate
Property Trust) as amended, and the Company (5) and
amendments thereto dated June 15, 1995 and August 18, 1995
10.09 Form of Indemnification Agreement entered into by the
Company and each of its Directors and executive officers (1)
10.10 VCEP Agreement dated July 30, 1990 between the Company and
Advanced Micro Devices, Inc. (1)
10.11 Product License Agreement dated April 13, 1993 between the
Company and MediaChips, Inc. as amended September 16, 1993 (1)
10.12 Resolutions of the Board of Directors of the Company dated
July 27, 1994 setting forth the provisions of the Executive Bonus
Plan (1)(4)*
10.13 Option I Agreement dated June 7, 1995 between Oak
Technology, Inc. and Taiwan Semiconductor Manufacturing Co.,
Ltd. (5)(6)
10.14 Option II Agreement dated June 7, 1995 between Oak
Technology, Inc. and Taiwan Semiconductor Manufacturing Co.,
Ltd. (5)(6)
10.15 Option III Agreement dated August 17, 1995 between Oak
Technology, Inc. and Taiwan Semiconductor Manufacturing Co.,
Ltd. (5)(6)
10.16 Employee Incentive Plan effective January 1, 1995 (7)*
10.17 Amendment Agreement (No. 1) dated September 25, 1996 to
Deposit Agreement dated November 8, 1995 between Chartered
Semiconductor Manufacturing Ltd. and Oak Technology, Inc. **
11.01+ Statement regarding computation of per share earnings
21.01+ Subsidiaries of the Registrant
23.01+ Consent of Independent Auditors
24.01+ Power of Attorney
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(1) Incorporated herein by reference to the exhibit with the
same number filed with the Company's Registration Statement on Form
S-1 (File No. 33-87518) declared effective by the Securities and
Exchange Commission on February 13, 1995 (the "February 1995
Form S-1").
(2) Incorporated herein by reference to Exhibit 3.04 to the
February 1995 Form S-1.
(3) Incorporated herein by reference to Exhibit 3.05 to the
February 1995 Form S-1.
(4) Confidential treatment has been granted with respect to
portions of this exhibit.
(5) Incorporated by reference to the exhibit with the same
number filed with the Company's Annual Report on Form 10-K for the
year ended June 30, 1995.
(6) Confidential treatment has been granted with respect to
portions of this exhibit.
(7) Incorporated herein by reference to Exhibit 10.12 to the
Company's Registration Statement on Form S-1 (File No. 33-91808)
declared effective by the Securities and Exchange Commission on
May 11, 1995.
* Indicates management incentive plan.
** Confidential treatment requested as to portions of the
exhibit.
+ Previously filed.
(b) Reports on Form 8-K.
There were no Reports on Form 8-K filed by the Company
during the quarter ended June 30, 1996.
TRADEMARK ACKNOWLEDGEMENTS
- Oak Technology, Inc. and the Oak logo are registered
trademarks of the Company. Spitfire, Eon, Pixel Magic, TelAudia 3D
and "Multimedia Solutions in Silicon" are trademarks of the Company.
- All other brand names or trademarks appearing in the
Form 10-K are the property of their respective owners.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: December 31, 1996 OAK TECHNOLOGY, INC.
By: /s/ SIDNEY S. FAULKNER
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Sidney S. Faulkner
Vice President, Finance,
Chief Financial Officer
and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
Signature Title Date
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President, Chief Executive Officer December 31, 1996
- ---------------------- and Director
David D. Tsang* (Principal Executive Officer)
/s/ SIDNEY S. FAULKNER Vice President, Finance, December 31, 1996
- ---------------------- Chief Financial Officer and
Sidney S. Faulkner Secretary
(Principal Financial and Accounting
Officer)
Executive Vice President, December 31, 1996
- ---------------------- Chief Operating Officer and Director
Donald R. Bryson*
Director December 31, 1996
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Richard B. Black*
Director December 31, 1996
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Ta-Lin Hsu*
Director December 31, 1996
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Timothy Tomlinson*
* By Sidney S. Faulkner, attorney-in-fact
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CONFIDENTIAL INFORMATION HAS BEEN
BLACKED OUT AND FILED SEPARATELY CONFIDENTIAL TREATMENT - EDITED COPY
WITH THE COMMISSION
Dated this 25th day of September 1996
Between
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
And
OAK TECHNOLOGY, INC.
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AMENDMENT AGREEMENT (NO. 1)
TO
DEPOSIT AGREEMENT DATED 8 NOVEMBER 1995
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CONFIDENTIAL INFORMATION HAS BEEN
BLACKED OUT AND FILED SEPARATELY
WITH THE COMMISSION
AMENDMENT AGREEMENT (NO. 1)
THIS AMENDMENT AGREEMENT (NO. 1) is made the 25th day of September 1996, by
and between:
(1) CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in
Singapore and having its place of business at 60 Woodlands Industrial
Park D, Street 2, Singapore 738406 ("CSM"); and
(2) OAK TECHNOLOGY, INC, a company incorporated in Delaware and having
its place of business at 139 Kifer Court, Sunnyvale, CA 94086,
United States of America ("Customer").
WHEREAS
(A) CSM and Customer had entered into a Deposit Agreement dated 8
November 1995 (the "Deposit Agreement") for the purpose of Customer
depositing certain funds with CSM and to procure CSM to make
available to Customer certain wafer manufacturing capacity.
(B) CSM and Customer are entering into this Amendment Agreement to
effect the suspension and variation of certain provisions of the
Deposit Agreement upon the terms and conditions set out herein.
NOW THEREFORE, in consideration of the foregoing and the
mutual covenants contained herein, the Parties agree as follows:
1. INTERPRETATION
All terms and references used in the Deposit Agreement and which
are defined or construed in the Deposit Agreement but are not
defined or constructed in this Amendment Agreement shall have the
same meaning and construction in this Amendment Agreement.
2. CONDITION PRECEDENT
The provisions of Clause 4 herein, are subject to and conditional
upon the following condition precedent being satisfied, and the
provisions of Clause 4 herein shall cease to have any force or
effect if the condition precedent is not satisfied:
2.1 by [*] Customer shall tape out a [*] Logic product
("[*] Logic Product") at CSM's wafer fabrication facilities
situated in Singapore; or *Confidential treatment requested as to
redacted portions./
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CONFIDENTIAL INFORMATION HAS BEEN
BLACKED OUT AND FILED SEPARATELY
WITH THE COMMISSION
2.2 in the event Customer fails to tape out a [*] Logic
Product by [*], CSM shall grant Customer a grace period until [*]
whereupon Customer shall tape out a [*] Logic Product at CSM's
wafer fabrication facilities situated in Singapore by [*] and the
condition precedent set forth in this Clause 2 shall be deemed
satisfied. *Confidential treatment requested as to redacted
portions.
3. EFFECTIVE DATE
The Parties agree that the term "Effective Date" shall
refer to either one of the following dates:
(a) [*], if Customer tapes out a [*] Logic Product by [*] in
accordance with Clause 2.1 above; or * Confidential treatment
requested as to redacted portions.
(b) [*], if Customer tapes out a [*] Logic Product by [*] in
accordance with Clause 2.2 above. *Confidential treatment
requested as to redacted portions.
4. SUSPENSION OF CERTAIN TERMS OF DEPOSIT AGREEMENT
The parties agree that subject to the terms of this Amendment
Agreement and provided that the condition precedent set out in
Clause 2 is satisfied, for the period from the Effective Date until [*]
(hereinafter known as the "Suspension Period"), certain provisions
of the Deposit Agreement shall be suspended and shall not apply to
the Parties and in place of the same, the following provisions
shall apply during the Suspension Period instead:
* Confidential treatment requested as to redacted portions.
4.1 CLAUSE 1 (THE DEPOSIT)
(a) Clause 1.1 shall be suspended and in its place, the
following provision shall apply:
"1.1 As at the date of this Amendment Agreement, Customer
has deposited with CSM the sum of [*](the "Deposit").
* Confidential treatment requested as to redacted
portions.
(b) Clause 1.2 shall be suspended.
(c) Clause 1.3 shall be suspended and in its place,
the following provision shall apply:
"1.3 Upon the expiry of the term of this Agreement or the
earlier termination thereof in accordance with Clause
6 or
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CONFIDENTIAL INFORMATION HAS BEEN
BLACKED OUT AND FILED SEPARATELY
WITH THE COMMISSION
Clause 7.2, CSM will return to Customer the Deposit,
without interest and subject to any deductions or refunds
made by CSM pursuant to the terms of this Agreement."
4.2 CLAUSE 2 (CSM SUPPLY COMMITMENT)
(a) Clause 2.1 shall be suspended and in its place,
the following provision shall apply:
"2.1 CSM agrees that for the duration of the Suspension
Period, CSM will make available to Customer wafer
manufacturing capacity for [*] wafers of a
sufficient quantity so that Customer is able to
utilise the [*] Deposit amount given the credit
rate set forth in Clause 5.4 below during the
Suspension Period." * Confidential treatment
requested as to redacted portions.
(b) Clause 2.3 shall be suspended and in its place,
the following provision shall apply:
"2.3 CSM reserves the right to adjust the
pricing of wafers to be supplied by CSM from time to
time depending on prevailing market conditions,
provided however that CSM shall give Customer not
less than 3 months' prior written notice of such
adjustment. In any event, the price of wafers
supplied to Customer shall be based upon then
prevailing market conditions as compared to prices
provided by other independent wafer foundries for
similar products, processes and quantities. An
"independent wafer foundry" means a company which
engages in the business of manufacturing
semiconductor integrated circuits for sale only to
third parties. Accordingly, a company which
manufactures semiconductor integrated circuits for
use in its own proprietary semiconductor products or
end-products is not considered an independent wafer
foundry."
4.3 CLAUSE 3 (CUSTOMER LOADING COMMITMENT)
Clauses 3.1, 3.2 and 3.3 shall be suspended.
4.4 CLAUSE 4 (LIQUIDATED DAMAGES)
Clauses 4.1, 4.2, 4.3, 4.4 and 4.5 shall
be suspended.
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CONFIDENTIAL INFORMATION HAS BEEN BLACKED OUT AND FILED SEPARATELY WITH THE
COMMISSION
4.5 CLAUSE 5 (SET OFF AND MAINTENANCE OF DEPOSIT)
Clauses 5.1, 5.2 and 5.3 shall be suspended and in their place; the
following provisions shall apply:-
"5.1 CSM shall be entitled to deduct from and set-off against the
Deposit, any payment falling due and remaining unpaid by
Customer under the Foundry Agreement.
5.2 At the end of each calendar quarter, CSM shall issue a written
notice to Customer stating the amount of the overdue payments
and Customer shall pay the relevant sum to CSM within 30 days of
the date of such notice, so as to maintain the Deposit at [*]
less such amounts that may have been refunded by CSM to Customer
pursuant to Clause 5.4 below. *Confidential treatment requested
as to redacted portions.
5.3 CSM's right of deduction and set-off pursuant to Clause 5.2
shall be in addition to CSM's right to claim the aforesaid
overdue payments separately as a debt due from Customer and
shall not in any way prejudice such right or any other rights or
remedies which CSM may have at law or in equity.
5.4 For the period:-
(a) [*], for every [*] Logic [*] wafer (up to [*] wafers) that
CSM ships to Customer, CSM will refund to Customer the sum
of [*] from the Deposit within 30 days from [*]
*Confidential treatment requested as to redacted portions.
(b) [*], (i) for every [*] Logic [*] wafer (up to [*] wafers)
that CSM ships to Customer, Customer is entitled to a wafer
credit of the sum of [*] from the Deposit; and (ii) for
every [*] Logic [*] wafer in excess of [*] wafers that CSM
ships to Customer, Customer is entitled to a wafer credit
of the sum of [*] from the Deposit; *Confidential treatment
requested as to redacted portions.
(c) [*], (i) for every [*] Logic [*] wafer (up to [*] wafers)
that CSM ships to Customer, Customer is entitled to a wafer
credit of the sum of [*] from the Deposit; and (ii) for
every [*] Logic [*] wafer in excess of [*] wafers that
*Confidential treatment requested as to redacted portions.
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CONFIDENTIAL INFORMATION HAS BEEN BLACKED OUT AND FILED SEPARATELY WITH THE
COMMISSION
CSM ships to Customer, Customer is entitled to a wafer
credit of the sum of [*] from the Deposit; *Confidential
treatment requested as to redacted portions.
For the purposes of clarity, the provisions set out in Clauses 5.4(b)
and (c) above are represented in the following table:-
Period No. of wafers Amount
purchased deductible
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The effective Date [*] [*] per wafer
to [*]
[*] and more [*] per wafer
[*] to [*] [*] [*] per wafer
[*] and more [*] per wafer
*Confidential treatment requested as to redacted portions.
(d) The wafer credits referred to in Clauses 5.4(b) and (c)
above will be paid out of the Deposit, and CSM shall issue
Customer a credit note for such wafer credits within 30
days of the date of the invoices for wafer purchases made
in accordance with Clauses 5.4(b) and (c);
(e) In no event will the aggregate amount of the refunds or
wafer credits granted to Customer pursuant to the
provisions set out in Clauses 5.4(a), (b) or (c) above
exceed the existing Deposit of [*] and *Confidential
treatment requested as to redacted portions.
(f) In the event that Embedded Memory technology is available
at CSM's wafer fabrication facilities situated in
Singapore, Customer is entitled to elect to purchase wafers
in either [*] Logic or [*] Embedded Memory or both, on the
provisions set out in Clauses 5.4(b) and (c) above. CSM
shall use best efforts to make CSM's [*] libraries
available to Customer and Customer shall be permitted to
access and utilise CSM's [*] libraries provided that such
access and utilisation shall be only to the extent that
is permitted by the relevant licensors who may have granted
CSM a license over such libraries." *Confidential treatment
requested as to redacted portions.
4.6 CLAUSE 6 (TERM AND TERMINATION)
Clause 6.1(a), (b) and (c) shall be suspended.
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CONFIDENTIAL INFORMATION HAS BEEN BLACKED OUT AND FILED SEPARATELY WITH THE
COMMISSION
4.7 ANNEX A (PAYMENT SCHEDULE)
Annex A shall be suspended.
4.8 ANNEX B (CSM SUPPLY COMMITMENT/CUSTOMER LOADING COMMITMENT)
Annex B shall be suspended except as provided in Clause 2.1 of the
Deposit Agreement.
4.9 In addition to the suspension of Clause 1.1 and Annex A of the
Deposit Agreement, provided that the condition precedent set out in
Clause 2 of this Amendment Agreement is satisfied, the Deposit
amounts due and payable by Customer on 2 January 1996, 2 January 1997
and 2 January 1998 as specified in Annex A, shall be suspended for
the duration of the Suspension Period.
4.10 The provisions of Clauses 11.1, 11.2 and 11.3 of the Deposit
Agreement are subject to the provisions of this Amendment Agreement.
5. ASSISTANCE TO TAPE OUT
CSM shall use its best efforts to provide reasonable assistance to Customer
to tape out a [*] Logic Product at CSM's wafer fabrication facilities
situated in Singapore. *Confidential treatment requested as to redacted
portions.
6. TERMINATION OF DEPOSIT AGREEMENT
6.1 Provided that the condition precedent in Clause 2 above has been
fulfilled, the Deposit Agreement shall be automatically terminated on
[*] if the Deposit is reduced to zero by [*] as a result of Customer
obtaining refunds or utilising the Deposit towards payment of wafers
in accordance with the provisions in Clause 4.5 above.
*Confidential treatment requested as to redacted portions.
6.2 In the event the Deposit is not reduced to zero by [*], all the
terms of the Deposit Agreement shall apply for the period [*] to the
expiry of the Deposit Agreement, in full force and effect without any
amendments or suspensions. *Confidential treatment requested as to
redacted portions.
7. SAVING AND INCORPORATION
7.1 Save as expressly varied by the terms of this Amendment Agreement,
the terms and conditions of the Deposit Agreement shall continue to
be in full force and effect in all other respects.
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7.2 The Deposit Agreement and this Amendment Agreement
shall be construed as one document and this Amendment Agreement
shall be deemed to be part of the Deposit Agreement. Where the
context so permits, references in the Deposit Agreement and in this
Amendment Agreement to "the Deposit Agreement" or "this Agreement"
shall be read and construed as references to the Deposit Agreement
as amended and supplemented by this Amendment Agreement.
8. GOVERNING LAW
This Amendment Agreement shall be governed by and construed in accordance
with the laws of Singapore. The Parties hereby irrevocably submit to the
non-exclusive jurisdiction of the courts of Singapore.
IN WITNESS WHEREOF the Parties have hereunto entered into this Agreement the
date first above written.
Signed by Tom Gurnee, )
Chief Operating Officer, )
CHARTERED SEMICONDUCTOR )
MANUFACTURING LTD )
in the presence of:- ) /s/ Tom Gurnee
---------------------------
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Name:
Signed by
--------------------- )
- ------------------------------ )
OAK TECHNOLOGY, INC. )
in the presence of:- ) /s/ David D. Tsang
--------------------------
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Name:
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