<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
OAK TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
671802 10 6
- --------------------------------------------------------------------------------
(CUSIP Number)
DAVID D. TSANG
C/O OAK TECHNOLOGY, INC.
139 KIFER COURT
SUNNYVALE, CALIFORNIA 94086
(408) 737-0888
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER 13, 1998
------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ___.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 2 OF 13 PAGES
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID D. TSANG
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF, OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 3,390,949
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 3,390,949
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,390,949
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
12 The aggregate amount in Row 11 excludes an aggregate of 1,120,000 shares
of Oak's Common Stock held of record by four trusts for the benefit of Mr.
Tsang's children for which Mr. Tsang's brother and brother-in-law serve as
trustees and in which Mr. Tsang disclaims beneficial ownership.
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 3 OF 13 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TA-LIN HSU
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF, AF, OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 120,520
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 120,520
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
120,520
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
0.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 4 OF 13 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ADVANCED SEMICONDUCTOR ENGINEERING, INC.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC, OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
TAIWAN, REPUBLIC OF CHINA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 42,200
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 42,200
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
42,200
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13
0.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 5 OF 13 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ASIA PACIFIC GROWTH FUND II, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC, OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e)
[_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF -0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING -0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
-0-
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
N/A
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 6 OF 13 PAGES
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AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 amends and restates the Schedule 13D dated
November 17, 1998 (as so amended and restated, the "Statement") originally
filed by David D. Tsang with respect to the Common Stock (the "Common Stock")
of Oak Technology, Inc. ("Oak").
ITEM 1 - SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common Stock of Oak.
The principal executive offices of Oak are located at 139 Kifer Court,
Sunnyvale, CA 94086.
ITEM 2 - IDENTITY AND BACKGROUND
This statement is filed by (a) David D. Tsang ("Mr. Tsang"), (b) Ta-
lin Hsu ("Mr. Hsu"), (c) Advanced Semiconductor Engineering, Inc. ("ASE"), and
(d) Asia Pacific Growth Fund II, L.P. ("Asia Pacific"). The persons listed in
(a) through (d) above are collectively referred to herein as the "Reporting
Persons" and information regarding each Reporting Person is set forth below.
Mr. Tsang is an individual who's business address is 139 Kifer Court,
Sunnyvale, California 94086. Mr. Tsang currently serves as Chief Executive
Officer and Chairman of the Board of Directors of Oak. Mr. Tsang is a United
States citizen.
Mr. Hsu is an individual who's business address is One Bush Street,
San Francisco, California 94104. Mr. Hsu currently serves as (i) Managing
Director of Asia Pacific, (ii) General Partner of H&Q Asia Pacific II, LLC, the
general partner of Asia Pacific, and (iii) Chairman of H&Q Asia Pacific, Ltd.,
the general partner of H&Q Asia Pacific II, LLC. Mr. Hsu also serves as a
director of Oak. Mr. Hsu is a United States citizen.
ASE is a company incorporated under the laws of Taiwan, Republic of
China with its principal office at Rm. 1901, TWTC International Trade Building,
19F No. 333, Keelung Rd., Sec. 1, Taipei, Taiwan, Republic of China. The
principal business of ASE is the assembly of integrated circuits. The directors
and executive officers of ASE are as follows:
<TABLE>
<CAPTION>
Principal Occupation
Name (Citizenship) Position Address (Business)
- ---------------------- --------------------- ---------------------------- ---------------------
<S> <C> <C> <C>
Jason Chang Chairman and Director Rm 1901, TWTC Int'l Trade Same as Position
Bldg., 19F No. 333, Keelung
Rd., Sec. 1, Taipei, Taiwan
R.O.C.
</TABLE>
<PAGE>
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 7 OF 13 PAGES
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<TABLE>
<CAPTION>
Principal Occupation
Name (Citizenship) Position Address (Business)
- ---------------------- --------------------- ---------------------------- ---------------------
<S> <C> <C> <C>
Richard Chang President and Rm 1901, TWTC Int'l Trade Same as Position
(Taiwan, R.O.C.) Director Bldg., 19F No. 333, Keelung
Rd., Sec. 1, Taipei, Taiwan
R.O.C.
Chang Yao Hung-ying Director Rm 1901, TWTC Int'l Trade Director, ASE Test
(Taiwan, R.O.C.) Bldg., 19F No. 333, Keelung Limited
Rd., Sec. 1, Taipei, Taiwan
R.O.C.
Chin Ko-Chien General Manager and Rm 1901, TWTC Int'l Trade Same as Position
(Taiwan, R.O.C.) Director Bldg., 19F No. 333, Keelung
Rd., Sec. 1, Taipei, Taiwan
R.O.C.
David Pan (Taiwan, Director Rm 1901, TWTC Int'l Trade President, ASE Test
R.O.C.) Bldg., 19F No. 333, Keelung Limited
Rd., Sec. 1, Taipei, Taiwan
R.O.C.
Walt De Lauder Director Rm 1901, TWTC Int'l Trade General Manager, ASE
(United States) Bldg., 19F No. 333, Keelung Test Limited -
Rd., Sec. 1, Taipei, Taiwan Malasia
R.O.C.
Joseph Tung Chief Financial Rm 1901, TWTC Int'l Trade Same as Position
(Taiwan, R.O.C.) Officer and Director Bldg., 19F No. 333, Keelung
Rd., Sec. 1, Taipei, Taiwan
R.O.C.
Feng Mei-Jean (United Director Rm 1901, TWTC Int'l Trade Same as Position
States) Bldg., 19F No. 333, Keelung
Rd., Sec. 1, Taipei, Taiwan
R.O.C.
John Ho (Taiwan, Director Rm 1901, TWTC Int'l Trade Vice President, ASE
R.O.C.) Bldg., 19F No. 333, Keelung Test Limited
Rd., Sec. 1, Taipei, Taiwan
R.O.C.
Roger Chang (United General Manager and Rm 1901, TWTC Int'l Trade Same as Position
States) Director Bldg., 19F No. 333, Keelung
Rd., Sec. 1, Taipei, Taiwan
R.O.C.
Alan Cheng (United Director Rm 1901, TWTC Int'l Trade Chairman, Hung Ching
States) Bldg., 19F No. 333, Keelung Construction Co. Ltd.
Rd., Sec. 1, Taipei, Taiwan
R.O.C.
Raymond Lo (Taiwan, Vice President, Rm 1901, TWTC Int'l Trade Same as Position
R.O.C.) Operations and Bldg., 19F No. 333, Keelung
Director Rd., Sec. 1, Taipei, Taiwan
R.O.C.
</TABLE>
<PAGE>
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 8 OF 13 PAGES
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Asia Pacific is a Delaware Limited Partnership formed to make venture
capital investments. Its principal office is at One Bush Street, San Francisco,
California 94104. Asia Pacific's General Partner is H&Q Asia Pacific II, LLC,
which is described below.
H&Q Asia Pacific II, LLC is a Delaware limited liability company
formed to serve as the General Partner of Asia Pacific (described above). Its
principal office is at One Bush Street, San Francisco, California 94104. Its
three member-managers are Ta-lin Hsu (described above), H&Q Asia Pacific, Ltd.
(described below) and Hambrecht & Quist California (described below).
H&Q Asia Pacific, Ltd. is a British Virgin Islands company with its
principal office at One Bush Street, San Francisco, California 94104. H&Q
Asia Pacific, Ltd. is privately held by its management, including Ta-lin Hsu,
and Hambrecht & Quist Group (described below). H&Q Asia Pacific, Ltd. is a
holding company established to own and operate private equity fund management
companies. Its directors and executive officers are as follows:
<TABLE>
<CAPTION>
Principal Occupation
Name (Citizenship) Position Address (Business)
- ------------------ ---------------- ------------------- -------------------
<S> <C> <C> <C>
Ta-lin Hsu Director, Chairman One Bush Street Same as Position
(United States) and Chief Executive San Francisco, CA
Officer 94104
William Seymour Director and One Bush Street Same as Position
(United Kingdom) Chief Financial San Francisco, CA
Officer 94104
</TABLE>
Hambrecht & Quist California ("H&Q California"), wholly owned by
Hambrecht & Quist Group (described below), is a California corporation with its
principal office at One Bush Street, San Francisco, California 94104. In
addition to being engaged, through its subsidiary Hambrecht & Quist LLC, in the
investment banking and broker-dealer businesses, H&Q California, directly and
through associated entities, is engaged in the venture capital and money
management businesses. The directors and officers of H&Q California are as
follows:
<TABLE>
<CAPTION>
Principal Occupation
Name (Citizenship) Position Address (Business)
- ------------------ ---------------- ------------------- -------------------
<S> <C> <C> <C>
Daniel H. Case III Director, Chairman One Bush Street Same as Position
(United States) and Chief Executive San Francisco, CA
Officer 94104
Howard B. Hillman Director c/o Hambrecht & Quist President of
(United States) One Bush Street Auto-Trol Technology
San Francisco, CA Corp.
94104
William E. Mayer Director c/o Hambrecht & Quist Founder,
(United States) One Bush Street Development Capital
San Francisco, CA
94104
William J. Perry Director c/o Hambrecht & Quist Professor,
(United States) One Bush Street Stanford University
San Francisco, CA
94104
Edmund H. Shea, Jr. Director c/o Hambrecht & Quist Vice President of
(United States) One Bush Street J.F. Shea Co., Inc.
San Francisco, CA (construction and
94104 venture capital)
</TABLE>
<PAGE>
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 9 OF 13 PAGES
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<TABLE>
<CAPTION>
Principal Occupation
Name (Citizenship) Position Address (Business)
- ------------------ ---------------- ------------------- -------------------
<S> <C> <C> <C>
William R. Timken Director and Vice One Bush Street Same as Position
(United States) Chairman San Francisco, CA
94104
Patrick J. Allen Chief Financial One Bush Street Same as Position
(United States) Officer San Francisco, CA
94104
Steven N. Machtinger General Counsel and One Bush Street Same as Position
(United States) Secretary San Francisco, CA
94104
</TABLE>
Hambrecht & Quist Group ("H&Q Group") is a publicly-held Delaware
corporation with its principal office at One Bush Street, San Francisco,
California 94104. In addition to being engaged, through its indirect subsidiary
Hambrecht & Quist LLC, in the investment banking and broker-dealer businesses,
H&Q Group, directly and through associated entities, is engaged in the venture
capital and money management businesses. The directors and officers of H&Q
Group are as follows:
<TABLE>
<CAPTION>
Principal Occupation
Name (Citizenship) Position Address (Business)
- ------------------ ---------------- ------------------- -------------------
<S> <C> <C> <C>
Daniel H. Case III Director, Chairman One Bush Street Same as Position
(United States) and Chief Executive San Francisco, CA
Officer 94104
William R. Timken Director, Vice Chairman One Bush Street Same as Position
(United States) San Francisco, CA
94104
Howard B. Hillman Director c/o Hambrecht & Quist President, Auto-Trol
(United States) One Bush Street Technology Corp.
San Francisco, CA
94104
William E. Mayer Director c/o Hambrecht & Quist Founder, Development
(United States) One Bush Street Capital LLC
San Francisco, CA
94104
William J. Perry Director c/o Hambrecht & Quist Professor, Stanford
(United States) One Bush Street University
San Francisco, CA
94104
Edmund H. Shea, Jr. Director c/o Hambrecht & Quist Vice President, J.F.
One Bush Street Shea Co., Inc.
San Francisco, CA (construction and
94104 venture capital)
</TABLE>
<PAGE>
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 10 OF 13 PAGES
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<TABLE>
<CAPTION>
Principal Occupation
Name (Citizenship) Position Address (Business)
- ------------------ ---------------- ------------------- -------------------
<S> <C> <C> <C>
Patrick J. Allen Chief Financial Officer One Bush Street Same as Position
San Francisco, CA
94104
Steven N. Machtinger General Counsel and One Bush Street Same as Position
Secretary San Francisco, CA
94104
</TABLE>
To the best knowledge of the Reporting Persons, during the last five
years none of the Reporting Persons or their officers, directors or contolling
persons has (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (b) been 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 judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All previously reported prior acquisitions of Common Stock by Mr.
Tsang have been made using personal funds.
All prior acquisitions of Common Stock by Mr. Hsu have been made using
personal funds.
All prior acquisitions of Common Stock by ASE have been made using
funds of an affiliate of ASE.
With respect to the transaction described in Item 4, the source of
funds to be used has not been determined and may include loans or equity
investments made by individuals or entities.
ITEM 4 - PURPOSE OF TRANSACTION
On November 13, 1998, the Reporting Persons made a proposal (the
"Proposal") to the Board of Directors of Oak (the "Board of Directors") to
acquire, through an entity formed by the Reporting Persons, all of the shares of
Common Stock of Oak not currently owned by them. Each holder (other than the
Reporting Persons) would receive $4.50 in cash for each share of Common Stock.
If the transaction is consummated, the Common Stock would be delisted from the
Nasdaq Stock Market.
The Reporting Persons expressly reserve the right to modify or
withdraw the Proposal, and do not have any obligation to Oak or its stockholders
with respect to the Proposal prior to the execution and delivery of a definitive
acquisition agreement.
On November 18, 1998, Oak issued a press release in which it confirmed
receipt of the Proposal letter from Mr. Tsang. In that press release Oak
indicated that a meeting of the company's board of directors to consider the
Proposal would be convened later in that week. A copy of the November 18 press
release is attached hereto as Exhibit 3.
Oak issued a further press release regarding the Proposal on November
23, 1998, in which it disclosed, among other things, that a Special Committee of
the Board of Directors had been formed to consider the Proposal. The Special
Committee is to consist of Timothy Tomlinson and Young K. Sohn, both current
directors of Oak. In addition to evaluating the Proposal, the Special Committee
was authorized to consider any other proposals that may be submitted as well as
other alternatives to preserve and/or enhance stockholder value that it deems
appropriate in the exercise of its fiduciary duties, including continued
stand-alone operation by Oak and restructuring of the company's operations. A
copy of the November 23 press release is attached hereto as Exhibit 4.
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER
(a) The following sets forth information regarding the ownership of
shares of Common Stock by the persons named in Item 2:
<PAGE>
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 11 OF 13 PAGES
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Mr. Tsang beneficially owns 3,390,949 shares of Common Stock. Such shares
represent approximately 8.3% of the outstanding shares of Common Stock of Oak.
Of such shares, 28,000 may be aquired within 60 days of this date pursuant to
employee stock options held by Mr. Tsang.
Mr. Hsu beneficially owns 120,520 shares of Common Stock. Such shares
represent less than 1% of the outstanding shares of Common Stock of Oak.
Of such shares, 10,520 may be acquired within 60 days of this date pursuant to
director stock options held by Mr. Hsu.
ASE beneficially owns 42,200 shares of Common Stock. Such shares represent
less than 1% of the outstanding shares of Common Stock of Oak.
(b) The following sets forth information regarding the voting and
dispositive power over the shares of Common Stock of Oak held by the persons
listed in (a) above:
Number of shares as to which Mr. Tsang has:
(i) sole power to vote or to direct the vote: 3,390,949
(ii) shared power to vote or direct the vote: -0-
(iii) sole power to dispose or direct the disposition: 3,390,949
(iv) shared power to dispose or direct the disposition: -0-
Number of shares as to which Mr. Hsu has:
(i) sole power to vote or to direct the vote: 120,520
(ii) shared power to vote or direct the vote: -0-
(iii) sole power to dispose or direct the disposition: 120,520
(iv) shared power to dispose or direct the disposition: -0-
Number of shares as to which ASE has:
(i) sole power to vote or to direct the vote: 42,200
(ii) shared power to vote or direct the vote: -0-
(iii) sole power to dispose or direct the disposition: 42,400
(iv) shared power to dispose or direct the disposition: -0-
Number of shares as to which Asia Pacific has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or direct the vote: -0-
(iii) sole power to dispose or direct the disposition: -0-
(iv) shared power to dispose or direct the disposition: -0-
(c) During the past 60 days, the Reporting Persons and their directors,
officers and controlling persons did not effect any transactions in the Common
Stock of Oak.
(d) Not applicable.
(e) Not applicable.
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Not applicable.
<PAGE>
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 12 OF 13 PAGES
- ----------------------- ---------------------
ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
The following documents are included in this Statement as Exhibits
hereto:
1. Letter, dated November 13, 1998, from David D. Tsang to Oak.*
2. Joint Filing Statement.
3. Press Release, issued by Oak, dated November 18, 1998.
4. Press Release, issued by Oak, dated November 23, 1998.
------------
* Filed with original Statement on November 17, 1998.
<PAGE>
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CUSIP NO. 671802 10 6 SCHEDULE 13D PAGE 13 OF 13 PAGES
- ----------------------- ---------------------
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: November 24, 1998
DAVID D. TSANG
/s/ DAVID D. TSANG
-------------------------------
David D. Tsang
TA-LIN HSU
/s/ TA-LIN HSU
-------------------------------
Ta-lin Hsu
ADVANCED SEMICONDUCTOR
ENGINEERING, INC.
/s/ JASON C.S. CHANG
-------------------------------
Chairman
ASIA PACIFIC GROWTH FUND II, L.P.
By: H&Q ASIA PACIFIC II, LLC, General
Partner
/s/ TA-LIN HSU
-------------------------------
Managing Member
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description
- ------- -----------
1 Letter, dated November 13, 1998 from David D. Tsang
to the Company.*
2 Joint Filing Statement.
3 Press Release dated November 18, 1998.
4 Press Release dated November 23, 1998.
* Filed with original Statement on November 17, 1998.
<PAGE>
EXHIBIT 2
JOINT FILING STATEMENT
PURSUANT TO RULE 13D-1(K)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning
the others, except to the extent that it knows or has reason to believe that
such information is inaccurate.
DAVID D. TSANG
/s/ DAVID D. TSANG
- -------------------------------
David D. Tsang
TA-LIN HSU
/s/ TA-LIN HSU
- -------------------------------
Ta-lin Hsu
ADVANCED SEMICONDUCTOR
ENGINEERING, INC.
/s/ JASON C.S. CHANG
- -------------------------------
Chairman
ASIA PACIFIC GROWTH FUND II, L.P.
By: H&Q ASIA PACIFIC II, LLC, General
Partner
/s/ TA-LIN HSU
- -------------------------------
Managing Member
<PAGE>
Exhibit 3
Oak Technology Confirms Receipt of Buyout Proposal Business
Editors/High-Tech Writers
SUNNYVALE, Calif.--(BUSINESS WIRE)--Nov. 18, 1998--Oak Technology Inc. (the
"Company") (Nasdaq:OAKT), a provider of high-performance semiconductors
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for the optical storage, consumer electronics and digital office equipment
markets, today announced that it has received a proposal from David D. Tsang,
chairman of the board and chief executive officer of the Company, to acquire all
outstanding common stock of the Company for $4.50 per share in cash.
A meeting of the Company's board of directors to consider the appointment of a
special committee of independent directors to review the proposal has been
scheduled for later this week.
In a letter to the Company outlining his proposal, Tsang stated that he has
formed an investment vehicle named "Gold Acquisition Group" for purposes of
pursuing the proposal and has "enlisted the participation" of H&Q Asia Pacific
(whose chairman, Ta-Lin Hsu, is also a member of the Company's Board of
Directors) and Advanced Semiconductor Engineering Corporation in connection with
the proposal.
The letter states that the proposal will be kept open until 5 p.m. (Pacific
Standard Time) on Dec. 14, 1998, and indicates that the proposed acquisition (if
pursued) could be structured as a tender offer to the Company's stockholders. No
other terms or conditions of the proposal are disclosed in Tsang's letter.
Richard Black, president of Oak Technology, stated that other than Tsang and
Hsu, the Company is not aware of any other member of the Company's board of
directors or management participating in the proposal.
About Oak Technology
Founded in 1987, Oak Technology Inc. designs, develops and markets high-
performance semiconductors and related software to original equipment
manufacturers (OEMs) 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. (Pixel Magic 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 www.oaktech.com.
Note to Editors: Oak Technology and the Oak logo are registered trademarks of
Oak Technology, Inc. Pixel Magic is a trademark of Oak Technology. All other
product names or company names are mentioned for identification purposes only,
and may be trademarks of their respective owners.
Contact: Oak Technology
Supriya Venkat, 408/328-6899 (Investors)
[email protected]
or
McGrath/Power Public Relations (Media)
Jonathan Bloom or Wendy Bulawa, 408/727-0351
[email protected]
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Exhibit 4
Oak Technology Appoints Special Committee and Amends Stockholder Rights Plan
SUNNYVALE, Calif.--(BUSINESS WIRE)--Nov. 23, 1998--Oak Technology, Inc. (the
"Company") (Nasdaq:OAKT - news) today announced that its Board of Directors
----
(the "Board") has appointed a Special Committee of the Board, composed of
independent directors Timothy Tomlinson and Young K. Sohn, to evaluate a
proposal received from David Tsang, Chairman of the Board and Chief Executive
Officer of the Company, on behalf of Gold Acquisition Group, to acquire all
outstanding shares of common stock of the Company for $4.50 per share in cash.
Tomlinson is a partner of the law firm Tomlinson Zisko Morosoli & Maser LLP.
Sohn is President of the Enterprise and Personal Storage Group of Quantum
Corporation.
In addition to evaluating Tsang's proposal, the Special Committee is authorized
to consider any other proposals that may be submitted as well as other
alternatives to preserve and/or enhance stockholder value that it deems
appropriate in the exercise of its fiduciary duties, including continued stand-
alone operation by the Company and restructuring of the Company's operations.
To assist in its review, the Special Committee has retained Merrill Lynch & Co.
as its independent financial adviser, Gray Cary Ware & Freidenrich LLP as its
independent legal counsel, and Boston Consulting Group as its management
consulting adviser.
The Company also announced today that the Board has amended the Company's
existing stockholder rights plan (the "Rights Plan"). The amendment eliminates
the "Continuing Directors" provision of the Rights Plan. The "Continuing
Directors" provision provides that the Rights Plan may only be redeemed by
those directors who were Board members at the time the Rights Plan was enacted,
or their duly appointed successors.
The amended Rights Plan vests all decision-making powers with respect to the
Rights Plan in the Board, without limitation. This amendment to the Rights Plan
was made in response to the Delaware Court of Chancery's recent decision in
Carmody v. Toll Brothers, Inc., which cast doubt on the legality, under Delaware
Law, of a "Continuing Directors" provision such as the one previously adopted
by the Company.
About Oak Technology
Founded in 1987, Oak Technology, Inc. designs, develops and markets high-
performance semiconductors and related software to original equipment
manufacturers (OEMs) 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. (Pixel
Magic, 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 www.oaktech.com.
Note to Editors: Oak Technology and the Oak logo are registered trademarks of
Oak Technology, Inc. All other product names or company names are mentioned for
identification purposes only, and may be trademarks of their respective owners.
CONTACT: Oak Technology, Inc.
Supriya Venkat, 408/328-6899
