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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) December 14, 1998
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OAK TECHNOLOGY, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 0-25298 77-0161486
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(State or other jurisdiction of (Commission File Number) (IRS Employer
of incorporation) Identification No.)
139 Kifer Court, Sunnyvale, California 94086
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 737-0888
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NONE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On December 14, 1998, the Company announced in a press release that the
special committee appointed by the Company's Board of Directors will not
recommend that the Company's Board of Directors pursue a proposal by Gold
Acquisition Group regarding a buyout of the Company. A copy of the press
release issued in connection with this announcement is incorporated herein by
reference and is attached hereto as Exhibit 99.
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EXHIBIT NO. EXHIBIT
<S> <C>
99 Press Release dated December 14, 1998
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SIGNATURE
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 thereunto duly authorized.
OAK TECHNOLOGY, INC.
Date: December 15, 1998 By: /s/ Shawn M. Soderberg
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Name: Shawn M. Soderberg
Title: Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
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EXHIBIT NO. EXHIBIT
<S> <C>
99 Press Release dated December 14, 1998
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EXHIBIT 99
PRESS RELEASE
OAK TECHNOLOGY SPECIAL COMMITTEE DOES NOT RECOMMEND
GOLD ACQUISITION GROUP
BUYOUT PROPOSAL TO BOARD OF DIRECTORS
SUNNYVALE, Calif., December 14, 1998 -- Oak Technology, Inc. (the "Company")
(NASDAQ: OAKT), a provider of high-performance semiconductors, today announced
that on December 12, 1998, a letter was delivered by the Special Committee
appointed by the Company's Board of Directors to Mr. David Tsang containing a
response to the buyout proposal presented by him on behalf of Gold Acquisition
Group ("Gold") on November 13, 1998. The following is the complete text of the
letter submitted by the Special Committee to Mr. Tsang:
The Special Committee has carefully reviewed the proposal delivered to Oak
Technology, Inc. (the "Company") by Gold Acquisition Group ("Gold") by letter
dated November 13, 1998. Based on our review, and taking into account the advice
and analysis of the Special Committee's independent financial, consulting and
legal advisers, we have concluded that the price proposed by Gold does not
reflect the long-term value of the Company, and that the long-term values
achievable by the Company are higher, by an order of magnitude, than the price
proposed by Gold.
We believe that the Company's recent depressed stock price does not reflect the
benefits achievable from the Company's new business initiatives and from the
restructuring measures discussed by the Company's Board of Directors earlier
this fall. We therefore believe it would not be in the best interests of the
Company or its stockholders to pursue a sale of the Company at this time.
Because our conclusions concerning the Company's long-term value differ so
significantly from the amount proposed by Gold, and because a protracted process
is likely to create undesirable distraction from the Company's business and
undesirable uncertainty among employees, customers and suppliers who are
important to the Company's success, we believe it would not be productive to
pursue discussions relating to Gold's November 13 proposal.
Accordingly, the Special Committee has determined that it will not recommend the
Gold proposal to the Company's full Board of Directors. In these circumstances,
we suggest that Gold's November 13 proposal be withdrawn and we appeal to you,
as a founder and chief executive officer of the Company and as chairman of the
Company's Board, to rejoin with us in the task of building the Company's
long-term value for the benefit of all stockholders.
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The letter was signed by Mr. Young K. Sohn and Mr. Timothy Tomlinson who
constituted the Special Committee of the Board of Directors of the Company.
# # #
Except for the historical information contained herein, the matters set forth in
this press release, such as statements relating to the Company's long term
value, are forward-looking statements that are subject to risks and
uncertainties that may cause actual results to differ materially. These risks
include the Company's ability to diversify its product and market base by
developing and introducing new products within designated market windows at
competitive price and performance levels, the willingness of prospective
customers to design the Company's products into their products, ability of the
Company to maintain adequate price levels and margins with respect to its
products, the ability to effect and implement restructuring measures and manage
changing operations, the Company's ability to attract and retain qualified
management and technical personnel, and other risks detailed in the Company's
most recent SEC Forms 10-K and 10-Q.
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.
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.
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