<PAGE>
<TABLE>
<CAPTION>
-------------------------------------
OMB APPROVAL
-------------------------------------
<S> <C>
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response 14.90
-------------------------------------
</TABLE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
OAK TECHNOLOGY, INC.
--------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
--------------------------------------------
(TITLE OF CLASS OF SECURITIES)
671802 10 6
--------------------------------------------
(CUSIP NUMBER)
- ---------------------------
*The remainder of this cover page shall be filled out for a reporting
person's initial filing of this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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).
SEC 1745 (2-95)
<PAGE>
CUSIP NO. 671802 10 6 13G PAGE 2 OF 4 PAGES
- -------------------------------------------------------------------------------
1. NAME OF
REPORTING
PERSON
S.S. OR I.R.S. DAVID D. TSANG
IDENTIFICATION ###-##-####
NO. OF ABOVE
PERSON
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /X/
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES 3,362,949
BENEFICIALLY -------------------------------------------------------------
OWNED BY EACH 6. SHARED VOTING POWER
REPORTING -0-
PERSON WITH -------------------------------------------------------------
7. SOLE DISPOSITIVE POWER
3,362,949
-------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,362,949
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES /X/
CERTAIN SHARES*
The aggregate amount in Row 9 excludes an aggregate of 1,120,000 shares
of the Issuer's Common Stock held of record by four trusts for the
Reporting Person's children for which the Reporting Person's brother
and brother-in-law serve as trustees and in which the Reporting Person
disclaims any beneficial ownership.
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.0%
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
ITEM 1. (a) NAME OF ISSUER:
Oak Technology, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
139 Kifer Court, Sunnyvale, CA 94086
ITEM 2. (a) NAME OF PERSON FILING:
David D. Tsang
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business office of the person filing this Schedule
is 139 Kifer Court, Sunnyvale, CA 94086
(c) CITIZENSHIP: U.S.
(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001
per share
(e) CUSIP NUMBER: 671802 10 6
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON IS A: Not applicable
(a) Broker or Dealer registered under Section 15 of the Act
(b) Bank as defined in section 3(a)(6) of the Act
(c) Insurance Company as defined in section 3(a)(19) of the Act
(d) Investment Company registered under section 8 of the Investment
Company Act
(e) Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund, see Section 240.13d-1(b)(1)(ii)(F)
(g) Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned: 3,362,949
(b) Percent of Class: 8.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 3,362,949
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or direct the
disposition of 3,362,949
(iv) shared power to dispose or direct the
disposition of -0-
<PAGE>
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not applicable
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more that five percent of the class of securities, check the following / /.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
SIGNATURE
AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND
CORRECT.
February 10, 1998
-----------------------------------------
Date
/s/ David D. Tsang
-----------------------------------------
Signature
David D. Tsang, Chief Executive Officer
Chairman of the Board of Directors
-----------------------------------------
Name/Title
