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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): July 29, 1999
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OAK TECHNOLOGY, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25298 77-01614
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
139 Kifer Court, Sunnyvale, California 94086
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(Address of Principal Executive Offices) (Zip Code)
Company's telephone number, including area code: (408) 737-0888
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On July 29, 1999, the registrant announced that it had entered into
an Agreement and Plan of Merger and Reorganization dated as of July 29, 1999
with Xionics Document Technologies, Inc. ("Xionics"), which sets forth the
terms and conditions of the proposed merger of Xionics with and into a wholly
owned subsidiary of the registrant (the "Merger") pursuant to which such
wholly owned subsidiary of the registrant will be the surviving corporation
in the Merger. The transaction will be accounted for by the purchase method
of accounting, is subject to certain conditions, including approval by the
stockholders of Xionics (for the Merger) and the registrant (for the share
issuance), and is expected to be completed in the fourth quarter of 1999. A
copy of the press release of the registrant with respect to the Merger is
included herein as Exhibit 99.1. Such press release is incorporated by
reference into this Item 5.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 - Press release dated July 29, 1999.
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SIGNATURES
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 hereunto duly authorized.
Dated: August 12, 1999
OAK TECHNOLOGY, INC.
By: /s/ Shawn M. Soderberg
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Shawn M. Soderberg
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit
Number
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99.1 - Press release dated July 29, 1999 announcing the execution of
the Agreement and Plan of Merger and Reorganization.
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EXHIBIT 99.1
[Oak Technology, Inc. logo]
PRESS RELEASE
EDITORIAL CONTACT: EDITORIAL CONTACT:
Robert Hersh, CFO Robert Lentz, CFO
Oak Technology Xionics Document Technologies
(408) 328-6899 (781) 229-4139
[email protected] [email protected]
OAK TECHNOLOGY TO ACQUIRE XIONICS DOCUMENT TECHNOLOGIES
MOVE STRENGTHENS OAK'S POSITION AS A LEADING PROVIDER OF EMBEDDED SOLUTIONS
FOR THE CONNECTED OFFICE
SUNNYVALE, CA, July 29, 1999 -- Oak Technology (NASDAQ:OAKT) announced today
that it has entered into a definitive agreement pursuant to which Xionics
Document Technologies, Inc. (NASDAQ:XION), a leading supplier of embedded
software for the digital office, would be merged with a subsidiary of Oak.
Through the strategic merger with Xionics, Oak will solidify its leadership
in both imaging processors and embedded software, enhancing its position as
the supplier of choice to eight of the top ten OEMs of digital office
equipment. By combining the strengths of Xionics embedded software and Oak's
Pixel Magic image processors, the Company will offer its customers the
industry's most integrated and flexible platform.
"The connected office is fundamental to Oak's strategy. Distributed
printing, widespread connectivity, multifunction peripherals and the
increasing use of color and images are stimulating the need for high
performance, cost-effective solutions. This combination with Xionics will
provide us with the critical mass to offer our customers a complete solution
covering their entire range of product platforms," stated Young Sohn, Oak's
CEO and President. "We are thrilled to extend our partnership with one of the
leading providers of imaging solutions," added Pete Simone, CEO & President
of Xionics. "Our software solutions combined with Pixel Magic hardware
solutions will make for the broadest offering available for the connected
office."
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OAK TECHNOLOGY TO ACQUIRE XIONICS DOCUMENT TECHNOLOGIES - 2
Forecast growth in the digital office equipment market is being driven
by the emergence of the "connected office." As OEMs endeavor to introduce
these innovative, connected products, they require a solutions provider like
Oak to meet their needs. Oak's highly scalable, optimized standard
architecture will enable a wide range of digital office systems including
digital copiers, printers, fax machines, scanners, and multifunction
peripherals and provide unparalleled price/performance and flexibility to the
digital office equipment OEM.
Oak Technology, through its Pixel Magic brand, is a leading provider of
advanced compression and image processors and technology for the connected
office. Oak is a key technology partner to the world's premier digital office
equipment OEMs and partners including Canon, DataProducts, Fujitsu,
FujiXerox, Hewlett-Packard, Kodak, Matsushita, Microtek, Minolta, Oce
Graphics, Olivetti, Ricoh, Sharp, Toshiba and Xerox. Oak's systems expertise
and industry-leading compression engines, imaging DSPs, and resolution
enhancement processors help drive the performance and capabilities of today's
most advanced digital copiers, printers, fax machines, scanners, and
multifunction peripherals.
Xionics Document Technologies Inc. designs, develops and markets
embedded software and technology for printers, copiers, and multifunction
peripherals. Xionics OEM customers include Hewlett-Packard, IBM, Ricoh,
Xerox, Seiko Epson and Sharp; the majority of today's most popular office
printers incorporate Xionics' embedded software. By outsourcing embedded
software from Xionics, OEMs are able to deliver higher-quality products
faster and at lower cost. Xionics' complete solution for intelligent
peripherals includes industry-leading printer page description languages
(PDLs), device drivers, operating system software and network connectivity.
TERMS OF THE AGREEMENT
Under the terms of the agreement, Oak will acquire Xionics pursuant to a
merger of Xionics with and into a newly formed subsidiary of Oak. Xionics
shareholders will receive .803 share of Oak common stock for each share of
Xionics stock and $2.94 in cash. Oak will assume Xionics' outstanding
options. The deal is expected to close in the Fall of 1999, subject to
various conditions including customary regulatory approvals and approval by
the shareholders of both Oak and Xionics. The stock portion of the
transaction is expected to be tax-free. Xionics has approximately 11.5
million shares outstanding. The acquisition will be accounted for under the
purchase method of accounting.
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OAK TECHNOLOGY TO ACQUIRE XIONICS DOCUMENT TECHNOLOGIES - 3
THIS RELEASE MAY CONSIST OF FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. THESE STATEMENTS MAY DIFFER MATERIALLY FROM ACTUAL
FUTURE EVENTS OR RESULTS. FACTORS THAT COULD CAUSE ACTUAL OUTCOME TO DIFFER
MATERIALLY FROM THOSE SET FORTH INCLUDE, WITHOUT LIMITATION, THE DIFFICULTY
OF ASSIMILATING XIONICS' TECHNOLOGY, PRODUCTS AND PEOPLE; COORDINATION OF
SALES AND MARKETING; COMPETITIVE PRICING ACTIONS AND MARKETING PROGRAMS,
AMONG OTHERS. FOR A FURTHER DISCUSSION OF SUCH RISKS, SEE 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 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.
ABOUT XIONICS DOCUMENT TECHNOLOGIES
Xionics is a leading developer of innovative software and silicon for
printing, scanning, copying, processing and transmitting documents to
computer peripherals. Xionics partners with the industry's leading OEMs,
including Hewlett-Packard, Xerox, IBM, Ricoh, GCC, QMS, Seiko Epson and
Sharp, to develop peripherals that provide the performance, output quality
and network connectivity for today's office computing market. The company's
corporate headquarters is based in Burlington, Mass., with offices in Japan
and Germany.
Oak Technology and the Oak logo are registered trademarks of Oak Technology,
Inc. Pixel Magic is a trademark of Oak Technology, Inc. Xionics is a registered
trademark of Xionics Document Technologies, Inc. All other product names or
company names are mentioned for identification purposes only, and may be
trademarks of their respective holders.
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