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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
OAK TECHNOLOGY, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
671802 10 6
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(CUSIP Number)
David D. Tsang
c/o Oak Technology, Inc.
139 Kifer Court
Sunnyvale, California 94086
(408) 737-0888
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
NOVEMBER 13, 1998
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(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 X .
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*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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SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID D. TSANG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [_]
(B) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
3,390,949
NUMBER OF
SHARES -----------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH -----------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 3,390,949
WITH -----------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,390,949
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
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 any
beneficial ownership.
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
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CUSIP NO. 671802 10 6 PAGE 3 OF 5 PAGES
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ITEM 1 - SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock ("Common
Stock") of Oak Technology, Inc. ("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 David D. Tsang. Mr. Tsang'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 has not, during the last five years (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. Mr. Tsang is a United
States citizen.
ITEM 3 - SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All previously reported prior acquisitions of Common Stock by the
Reporting Person have been made using personal funds of Mr. Tsang.
With respect to the transaction described in Item 4, the source of
funds to be used to effect the purchase has not been determined and may
include loans or equity investments made by third parties.
ITEM 4 - PURPOSE OF TRANSACTION
On November 13, 1998, Mr. Tsang 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 Person, all of the shares of Common Stock of
Oak not currently owned by him. Each holder (other than the Reporting Person)
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.
Mr. Tsang expressly reserves the right to modify or withdraw the
Proposal, and does 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.
ITEM 5 - INTEREST IN SECURITIES OF THE ISSUER
(a) 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.
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SCHEDULE 13D
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CUSIP NO. 671802 10 6 PAGE 4 OF 5 PAGES
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(b) 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-
(c) There were no transactions in the Common Stock of Oak effected by
Mr. Tsang during the 60 day period prior to November 17, 1998.
(d) Not applicable.
(e) Not applicable.
ITEM 6 - CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Mr. Tsang currently holds options to purchase 190,000 shares of
Common Stock pursuant to Oak employee stock option plans. Of such shares,
28,000 are exerciseable within 60 days of November 17, 1998.
ITEM 7 - MATERIAL TO BE FILED AS EXHIBITS
The following document is included in this Statement as an Exhibit
hereto:
1. Letter, dated November 13, 1998, from David D. Tsang to Oak.
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SCHEDULE 13D
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CUSIP NO. 671802 10 6 PAGE 5 OF 5 PAGES
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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.
Date: November 17, 1998 /s/ DAVID D. TSANG
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David D. Tsang
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EXHIBIT INDEX
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Exhibit Description
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1 Letter, dated November 13, 1998 from David D. Tsang
to the Company.
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EXHIBIT 99.1
DAVID D. TSANG
C/O VENTURE LAW GROUP
2800 SAND HILL ROAD
MENLO PARK, CA 94025
November 13, 1998
Board of Directors
Oak Technology, Inc.
139 Kifer Court
Sunnyvale, CA 94086
Gentlemen:
We have in recent months discussed various alternatives for maximizing the
long-term prospects for Oak. After much consideration, I have come to the
conclusion that a management-led buyout is in the best interest of our
shareholders, employees and customers, and I am pleased to make such a proposal
to you at this time.
I have formed an investment vehicle, Gold Acquisition Group, for the purpose of
acquiring Oak. In connection with this, I have enlisted the participation of two
key partners, Advanced Semiconductor Engineering Corporation ("ASE") and H&Q
Asia Pacific. As you know, both ASE and H&Q Asia Pacific are leaders in their
respective fields and have been long-time partners of Oak. ASE is the world's
leading provider of advanced assembly and test services to the semiconductor
industry, and H&Q Asia Pacific is one of the largest direct investment companies
focused on entrepreneurs and industries in the Asia Pacific region. Ta-lin Hsu,
a Director and shareholder of Oak, serves as Chairman of H&Q Asia Pacific.
On behalf of Gold Acquisition Group, we are pleased to make a proposal to
acquire all outstanding common stock of Oak Technology for $4.50 per share, net
to the seller in cash. This price reflects a 55% premium to the three-month
average closing price and a 25% premium to the six-month average closing price
for Oak Common Stock. At present, we anticipate structuring the acquisition as a
tender offer to the Oak shareholders.
From my perspective, the necessary business restructuring and recruiting of
additional key personnel is best accomplished with Oak as a private company.
Oak's near-term business outlook continues to be difficult. Oak continues to
experience significant operating losses and the timing of a return to
profitability remains unclear. Importantly, Oak continues to have difficulty
attracting and retaining key employees which are critical to a successful
turnaround. In light of these circumstances, I have undertaken to put forth a
proposal that both offers public shareholders a significant premium to recent
market prices and reflects a fair valuation of Oak.
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Board of Directors
November 13, 1998
Page 2
I understand the inherent difficulties that arise in connection with a
management buy-out proposal of a public company, and I also understand the
importance of avoiding both an appearance and an actual conflict of interest.
Accordingly, I presume that the Board of Directors will want to convene a
committee of disinterested directors to evaluate our proposal, and I encourage
such committee to work diligently to consider such proposal in the context of
all alternatives available to the company. To provide sufficient time for such a
process, Gold Acquisition Group will keep its offer open until 5:00 p.m. (PST)
on December 14, 1998. After such date, and in view of the management challenges
which an otherwise open-ended process could produce at Oak, our offer shall be
deemed withdrawn.
Due to my relationship with the company and the level of my ownership of company
securities, I have been advised by legal counsel that I am required to make a
public filing with the SEC setting forth the terms of this proposal. Such a
filing will be made in the early part of this coming week.
Given the difficult environment, it is imperative that the Board move decisively
to determine the right course of action for the shareholders. In the meantime,
the investment group and our financial advisor, Hambrecht & Quist LLC, will be
happy to answer any questions or provide additional information.
Best regards,
/S/ David Tsang
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David Tsang
Chairman and CEO
Oak Technology, Inc.
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