-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JXUlWRWKq9ppntxJlVXGZS1AaY7KvMTcGI2z4W1Auwqa3/WbRVOev2+1UU4HRpkf 0q7Ib8N2hSY2Z1UUGKly+w== 0000912057-01-530954.txt : 20010831 0000912057-01-530954.hdr.sgml : 20010831 ACCESSION NUMBER: 0000912057-01-530954 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010830 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OAK TECHNOLOGY INC CENTRAL INDEX KEY: 0000824225 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770161486 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45121 FILM NUMBER: 1728552 BUSINESS ADDRESS: STREET 1: 139 KIFER CT CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087370888 MAIL ADDRESS: STREET 1: 139 KIFER COURT CITY: SUNNYVALE STATE: CA ZIP: 94086 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OAK TECHNOLOGY INC CENTRAL INDEX KEY: 0000824225 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770161486 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 139 KIFER CT CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4087370888 MAIL ADDRESS: STREET 1: 139 KIFER COURT CITY: SUNNYVALE STATE: CA ZIP: 94086 SC TO-I/A 1 a2058436zscto-ia.txt SC TO-I/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ AMENDMENT NO. 2 TO SCHEDULE TO (RULE 13e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------ OAK TECHNOLOGY, INC. (Name of Subject Company (Issuer)) ------------------------------------ OAK TECHNOLOGY, INC. (Name of Filing Person (Offeror)) ------------------------------------ OPTIONS TO PURCHASE COMMON STOCK, $.001 PAR VALUE, GRANTED TO ELIGIBLE EMPLOYEES UNDER THE OAK TECHNOLOGY, INC. 1994 STOCK OPTION PLAN (Title of Class of Securities) 671802106 (CUSIP Number of Underlying Class of Securities) ------------------------------------ DAVID J. POWER VICE PRESIDENT, GENERAL COUNSEL OAK TECHNOLOGY, INC. 139 KIFER COURT SUNNYVALE, CA 94086 (408) 737-0888 (Name, Address, and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Filing Persons) ------------------------------------ With a copy to: JOHN L. EISEL, ESQ. CHARLES C. KIM, ESQ. WILDMAN, HARROLD, ALLEN & DIXON 225 WEST WACKER DRIVE, SUITE 2800 CHICAGO, IL 60606 (312) 201-2000 CALCULATION OF FILING FEE TRANSACTION VALUE* AMOUNT OF FILING FEE --------------------- -------------------------- $10,318,205 $2,064 * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 808,080 shares of common stock of Oak Technology, Inc., having an aggregate value of $10,318,205 as of August 10, 2001 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option-pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount previously paid: $2,064 Form or Registration No.: Schedule TO Filing party: Oak Technology, Inc. Date filed: August 15, 2001 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] INTRODUCTORY STATEMENT This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed by Oak Technology, Inc., a Delaware corporation ("Oak Technology" or the "Company"), with the Securities and Exchange Commission on August 15, 2001, relating to our offer to exchange certain options to purchase shares of our common stock, $.001 par value ("Common Stock"), held by eligible employees for new options to purchase shares of our Common Stock at a per share exercise price equal to the fair market value of our Common Stock on the date of issuance upon the terms and subject to the conditions in the Offer to Exchange dated August 15, 2001 (as amended and supplemented, the "Offer to Exchange"), and in the related Acceptance Letter (as amended, the "Acceptance Letter"), copies of which have been attached as Exhibits (a)(1) and (a)(2), respectively, to the Schedule TO. The information in the Offer to Exchange and the Acceptance Letter is incorporated herein by reference in answer to all applicable items in this Schedule TO, except as otherwise set forth below. Item 1. Summary Term Sheet. Item 1, which incorporates by reference the information set forth under "Summary Term Sheet" in the Offer to Exchange, is hereby supplemented as follows: The information set forth in Exhibit (a)(10) attached hereto is incorporated herein by reference. Item 2. Subject Company Information. (a) Name and Address. Item 2(a), which incorporates by reference the information set forth under Section 9 ("Information Concerning Oak Technology") in the Offer to Exchange, is hereby supplemented as follows: The information set forth in Exhibit (a)(10) attached hereto is incorporated herein by reference. (b) Securities. Item 2(b), which incorporates by reference the information set forth in the Offer to Exchange under "Summary Term Sheet," Section 1 ("Number of Options; Eligible Employees; Expiration Date"), Section 5 ("Acceptance of Options for Exchange and Issuance of New Options") and Section 8 ("Source and Amount of Consideration; Terms of New Options") is hereby supplemented as follows: The information set forth in Exhibit (a)(10) attached hereto is incorporated herein by reference. Item 4. Terms of the Transaction. (a) Material Terms. Item 4(a), which incorporates by reference the information set forth under "Summary Term Sheet," Section 1 ("Eligible Options; Eligible Employees; Expiration Date"), Section 3 ("Procedures for Tendering Options"), Section 4 ("Withdrawal Rights"), Section 5 ("Acceptance of Options for Exchange and Issuance of New Options"), Section 6 ("Conditions of the Offer"), Section 8 ("Source and Amount of Consideration; Terms of New Options"), Section 11 ("Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer"), Section 12 ("Legal Matters; Regulatory Approvals"), Section 13 ("Material Federal Income Tax Consequences") and Section 14 ("Extension of Offer; Termination; Amendment ") in the Offer to Exchange, is hereby supplemented as follows: The information set forth in Exhibit (a)(10) attached hereto is incorporated herein by reference. Item 6. Purposes of the Transaction and Plans or Proposals. (a) Purposes. Item 6(a), which incorporates by reference the information set forth under Section 2 ("Purpose of the Offer"), is hereby supplemented as follows: The information set forth in Exhibit (a)(10) attached hereto is incorporated herein by reference. (b) Use of Securities Acquired. Item 6(b), which incorporates by reference the information set forth under Section 5 ("Acceptance of Options for Exchange and Issuance of New Options") and Section 11 ("Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer"), is hereby supplemented as follows: The information set forth in Exhibit (a)(10) attached hereto is incorporated herein by reference. (c) Plans. Item 6(c), which incorporates by reference the information set forth under Section 2 ("Purpose of the Offer"), is hereby supplemented as follows: The information set forth in Exhibit (a)(10) attached hereto is incorporated herein by reference. 2 Item 10. Financial Statements. (a) Financial Information Item 10(a), which incorporates by reference the information set forth in the Offer to Exchange under Section 9 ("Information Concerning Oak Technology") and Section 16 ("Additional Information"), the information set forth on pages 23 to 44 and pages 52 to 84 of the Company's Annual Report on Form 10-K for its fiscal year ended June 30, 2000, the information set forth in the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2001 and the information set forth in the Company's Reports filed on Form 8-K, dated June 12, 2001 and July 24, 2001, is hereby supplemented as follows: The information set forth in Exhibit (a)(10) attached hereto is incorporated herein by reference. Item 12 Exhibits. Item 12 of the Schedule TO is hereby amended and restated as follows, to add or amend the references to Exhibits (a)(2), (a)(10) and (a)(11), each of which is attached hereto. (a) (1) Offer to Exchange, dated August 15, 2001.* (2) Form of Acceptance Letter, as amended. (3) Form of Decline Letter.* (4) Form of Notice of Withdrawal.* (5) Form of Cover Letter to Employees Accompanying Offer to Exchange.* (6) Form of E-mail communication to Employees.* (7) Form of Confirmation of Receipt of Acceptance Letter.* (8) Questions and Answers Regarding the Stock Option Exchange Program on OakNet.* (9) Slides Presentation delivered August 21, 2001.* (10) Amendment and Supplement to Offer to Exchange. (11) Form of Letter to Tendering Employees Following Expiration of Offer. (b) Not applicable. (d) (1) Oak Technology, Inc. 1994 Stock Option Plan, as amended.* (2) Form of New Non-Qualified Option Agreement related to the 1994 Stock Option Plan.* (g) Not applicable. (h) Not applicable. ------------------------------------- * Previously filed. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct. OAK TECHNOLOGY, INC. /s/ David J. Power ---------------------------------- David J. Power Vice President, General Counsel Date: August 29, 2001 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ------------ (a)(1) Offer to Exchange, dated August 15, 2001.* (a)(2) Form of Acceptance Letter, as amended (a)(3) Form of Decline Letter.* (a)(4) Form of Notice of Withdrawal* (a)(5) Form of Cover Letter to Employees Accompanying Offer to Exchange.* (a)(6) Form of E-mail communication to Employees.* (a)(7) Form of Confirmation of Receipt of Acceptance Letter.* (a)(8) Questions and Answers Regarding the Stock Option Exchange Program on OakNet.* (a)(9) Slides Presentation delivered August 21, 2001.* (a)(10) Amendment and Supplement to Offer to Exchange. (a)(11) Form of Letter to Tendering Employees Following Expiration of Offer. (d)(1) Oak Technology, Inc. 1994 Stock Option Plan, as amended.* (d)(2) Form of New Non-Qualified Option Agreement related to the 1994 Stock Option Plan.*
- ------------------------------------- * Previously filed. EX-99.(A)(2) 3 a2058436zex-99_a2.txt FORM OF ACCEPTANCE LETTER EXHIBIT (a)(2) OAK TECHNOLOGY, INC. ACCEPTANCE LETTER PURSUANT TO THE OFFER TO EXCHANGE OPTIONS HELD BY ELIGIBLE EMPLOYEES UNDER OAK TECHNOLOGY'S 1994 STOCK OPTION PLAN FOR NEW OPTIONS ------------------------------------------------------------------------------ THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., PACIFIC DAYLIGHT SAVINGS TIME, ON SEPTEMBER 13, 2001, UNLESS THE OFFER IS EXTENDED ------------------------------------------------------------------------------ To: Oak Technology, Inc. 139 Kifer Court Sunnyvale, California 94086 Attn: Karen Pereira, Stock Administrator Telephone: (408) 328-6881 Facsimile: (408) 523-6623 I have received the Offer to Exchange dated August 15, 2001 provided by Oak Technology, Inc. ("Oak Technology" or the "Company") describing the stock option exchange program under which eligible employees of Oak Technology holding options to purchase the Company's common stock, $.001 par value ("Common Stock") under the Oak Technology, Inc. 1994 Stock Option Plan, as amended (the "Plan"), with an exercise price equal to or greater than $15.00 per share, may tender such options for cancellation in exchange for new options to be granted under the Plan. UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE OFFER TO EXCHANGE DATED AUGUST 15, 2001, AND IN THIS ACCEPTANCE LETTER (WHICH, TOGETHER WITH THE OFFER TO EXCHANGE, AS THEY MAY BE AMENDED FROM TIME TO TIME, CONSTITUTES THE "OFFER"), I HEREBY TENDER TO OAK TECHNOLOGY ALL OF MY OPTIONS LISTED IN THE "OPTION REPORT" (ATTACHED HERETO AS ATTACHMENT A) WITH AN EXERCISE PRICE OF $15.00 OR HIGHER (THE "TENDERED OPTIONS") THAT WERE GRANTED TO ME UNDER THE PLAN AND ARE OUTSTANDING ON THE EXPIRATION DATE OF THE OFFER, IN EXCHANGE FOR NEW OPTIONS TO PURCHASE THE SAME NUMBER OF COMMON STOCK SUBJECT TO THE TENDERED OPTIONS THAT THE COMPANY ACCEPTS FOR EXCHANGE (THE "NEW OPTIONS"). I acknowledge and confirm that the Tendered Options consist solely of the following options (TO VALIDLY TENDER THE TENDERED OPTIONS, YOU MUST COMPLETE THE FOLLOWING): NUMBER OF OPTIONS GRANT DATE OF EXERCISE PRICE OF TENDERED TENDERED OPTION TENDERED OPTION ------------------- ----------------- ------------------- ------------------- ----------------- ------------------- ver. 2 Subject to, and effective upon, the Company's acceptance for exchange of the Tendered Options in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), I hereby sell, assign and transfer to, or upon the order of, the Company all right, title and interest in and to the Tendered Options. I hereby represent and warrant that I have full power and authority to tender the Tendered Options and that, when and to the extent the Tendered Options are accepted for exchange by the Company, the Tendered Options will be free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof (other than pursuant to the applicable option agreement or instrument of grant) and the Tendered Options will not be subject to any adverse claims. Upon request, I will execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the exchange of the Tendered Options pursuant to the Offer. The name of the registered holder of the Tendered Options appears on the signature line below exactly as it appears on the option agreement or agreements representing the Tendered Options. BEFORE YOU CHOOSE TO TENDER YOUR OPTIONS BY RETURNING THIS ACCEPTANCE LETTER, PLEASE KEEP THE FOLLOWING IN MIND: (1) You may only tender options granted under the Company's 1994 Stock Option Plan, as amended, with an exercise price of at least $15.00 per share and that you are not required to tender any of such options in the Offer. (2) You may not tender only part of the options eligible to be tendered by you. If you choose to accept the Offer, you must tender all of your options granted under the Plan with an exercise price of at least $15.00 per share. (3) All Tendered Options properly tendered prior to 11:59 p.m., Pacific daylight savings time, on September 13, 2001, unless the Company has extended the period of time the Offer will remain open (the "Expiration Date"), and not properly withdrawn that are cancelled in the Offer will be exchanged for New Options, upon the terms and subject to the conditions of the Offer described in the Offer to Exchange. (4) Upon the Company's acceptance of the Tendered Options for exchange, the option agreement or other instrument of grant to which the Tendered Options are subject will terminate automatically and the Company will terminate and cancel all then outstanding options thereunder. All New Options will be subject to the terms and conditions of the Plan and the terms of a new option agreement or other instrument of grant to be issued by the Company, a copy of which you will receive after the New Options are granted. (5) The New Options will not be granted until a date that is at least six months and one day after the date the Company accepts for exchange and cancels the Tendered ver. 2 2 Options and will have (a) an exercise price (also known as the grant price) equal to the fair market value of the Common Stock on the grant date of the New Options, determined under the terms of the Plan, (b) a term of ten years from the date of grant of the related Tendered Options, subject to earlier expiration upon termination of employment , death or disability, and (c) the same vesting schedule and vesting dates as the related Tendered Options. (6) To be entitled to the New Options after your Tendered Options have been cancelled in the Offer, you must be eligible to receive options pursuant to the Plan from the date you tender your Tendered Options for exchange through, and including, the date of grant of the New Options. You will not be eligible to receive the New Options on the New Option grant date if you are not continuously and actively employed by or on an authorized short-term leave of absence from Oak Technology (or the subsidiary that employs you) from the date you tender the Tender Options for exchange through, and including, the date of grant of the New Options, for any reason, including the following: (A) you receive a notice of involuntary termination (including, without limitation, redundancy), with or without cause, from the Company or one of its subsidiaries; (B) you resign or give notice of resignation from such employment, whether voluntarily or involuntarily or with or without good reason; (C) you enter into an agreement with the Company or one of its subsidiaries with respect to your resignation, whether voluntarily or involuntarily or with or without good reason; (D) you take a long-term leave of absence (lasting more than six months) or you are currently on a short-term leave of absence and you do not return to active employment within the authorized six month period, resulting in a recategorization of your leave as long-term; or (E) you die. IF, FOR ANY REASON, INCLUDING THOSE LISTED ABOVE, YOU ARE NOT AN EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, FROM THE DATE YOU TENDER THE TENDERED OPTIONS THROUGH THE DATE THE COMPANY GRANTS THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS OR ANY OTHER CONSIDERATION IN EXCHANGE FOR YOUR TENDERED OPTIONS THAT THE COMPANY HAS ACCEPTED FOR EXCHANGE. (7) PARTICIPATION IN THE OFFER DOES NOT CONFER UPON YOU THE RIGHT TO REMAIN IN THE EMPLOY OF OAK TECHNOLOGY OR ANY OF ITS SUBSIDIARIES. YOU ARE EMPLOYED BY OAK TECHNOLOGY OR ONE OF ITS SUBSIDIARIES ON AN "AT-WILL" BASIS. AS AN AT-WILL EMPLOYEE, YOUR CONTINUED EMPLOYMENT IS AT THE WILL AND SOLE DISCRETION OF OAK TECHNOLOGY OR THE SUBSIDIARY THAT EMPLOYS YOU. NEITHER OAK TECHNOLOGY NOR ANY OF ITS SUBSIDIARIES GUARANTEES OR PROVIDES YOU WITH ANY ASSURANCE THAT YOU WILL NOT BE SUBJECT TO INVOLUNTARY TERMINATION OR THAT YOU WILL OTHERWISE REMAIN IN THE EMPLOY OF OAK TECHNOLOGY OR ANY OF ITS SUBSIDIARIES UNTIL THE NEW OPTION GRANT DATE. (8) If the Company merges or is consolidated with, or sells substantially all of its assets or stock to, another entity before the Company grants the New Options, the Company has the right to take any actions it deems necessary or appropriate to complete a transaction that its board of directors believes is in the Company's best interest and its stockholders' best interest. This could include terminating the Offer and any obligation to grant the New Options. IF THE COMPANY WERE TO TERMINATE ver. 2 3 THE OFFER IN CONNECTION WITH A CHANGE OF CONTROL TRANSACTION, YOU WOULD NOT RECEIVE OPTIONS TO PURCHASE SECURITIES OF THE ACQUIROR OR ANY OTHER CONSIDERATION FOR THE TENDERED OPTIONS. (9) By tendering the Tendered Options pursuant to the procedure described in Section 3 of the Offer to Exchange and in the instructions to this Letter, you are accepting the terms and conditions of the Offer. The Company's acceptance for exchange of the Tendered Options will constitute a binding agreement between the Company and you upon the terms and subject to the conditions of the Offer. (10) Under certain circumstances set forth in the Offer to Exchange, the Company may terminate or amend the Offer and postpone its acceptance and cancellation of any Tendered Options. (11) All options that you choose not to tender for exchange or that are not accepted for exchange shall remain outstanding and retain their current exercise price and exercise schedule. (12) You are advised to consult with your own advisors (including your own tax advisors) as to the consequences of participating or not participating in the Offer. (13) The Company makes no representation or warranty to you whatsoever concerning the future value of its Common Stock and no employees or representatives of the Company are authorized to make, on behalf of the Company any representation or any recommendation to you as to whether or not you should tender your options pursuant to the Offer. If you have any questions regarding the Offer or the New Options you should contact Karen Pereira, Stock Administrator, at Oak Technology and/or review any of the following documents made available to you by Oak Technology: the Plan, the applicable option agreement for your current options, the Tender Offer Statement on Schedule TO, which was filed with the SEC in connection with the Offer, and/or any financial documents that Oak Technology regularly files with the SEC from time to time. Neither the Company nor its board of directors makes any recommendation as to whether or not you should tender your options for exchange and you must make your own decision whether to tender your options. You should speak with your own tax advisor to determine the tax consequences of the tender of options under the Offer and the receipt of new options, prior to signing this Acceptance Letter. (14) The determination of whether to tender your eligible options pursuant to the Offer requires a subjective determination by you as to the future value of the Company's Common Stock and the future value of the Company's Common Stock depends on a number of variables, including future events that involve substantial risks and uncertainties. All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my heirs, personal representatives, successors and assigns. Except as stated in the Offer, this tender is irrevocable. ver. 2 4 The Offer is not being made to (nor will Tendered Options be accepted from or on behalf of) holders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction. By signing below, I agree to the terms and conditions set forth in this Acceptance Letter, including the terms and conditions of the Offer to Exchange. - ------------------------------------ --------------------------- SIGNATURE: DATE AND TIME NAME AND TITLE: TAX ID/SSN: --------------------- ---------------- ADDRESS: ------------------------------------------------------------------------ HOME TELEPHONE NUMBER: ---------------------------------------------------------- - ------------------------------------ --------------------------- SIGNATURE OF SPOUSE (IF APPLICABLE): DATE NAME: TAX ID/SSN: --------------------- ---------------- YOU MUST COMPLETE AND SIGN ABOVE EXACTLY AS YOUR NAME APPEARS ON THE OPTION AGREEMENT OR AGREEMENTS EVIDENCING THE TENDERED OPTIONS. IF THE SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT OR ANOTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE SET FORTH THE SIGNER'S FULL TITLE AND INCLUDE WITH THIS ACCEPTANCE LETTER PROPER EVIDENCE OF THE AUTHORITY OF SUCH PERSON TO ACT IN SUCH CAPACITY. SEE INSTRUCTIONS 1 AND 4 ATTACHED TO THIS ACCEPTANCE LETTER. ver. 2 5 INSTRUCTIONS THESE INSTRUCTIONS FORM PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. DELIVERY OF ACCEPTANCE LETTER. A properly completed and signed original of this Letter (or a facsimile thereof) must be received by the Company at its address or facsimile number set forth on the front cover of this Letter on or before the Expiration Date. The Company will not accept any alternative, conditional or contingent tenders. All tendering eligible employees, by signing this Letter (or a facsimile of it), waive any right to receive any notice of the acceptance of their tender, except as provided for in the Offer to Exchange. DELIVERY OF THIS LETTER TO AN ADDRESS OTHER THAN AS SET FORTH ON PAGE 1 OF THIS LETTER OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ON PAGE 1 OF THIS LETTER WILL NOT CONSTITUTE A VALID DELIVERY. THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OWN RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE COMPANY. IF YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, THE COMPANY RECOMMENDS THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY. 2. WITHDRAWAL OF TENDERED OPTIONS. Tenders of Tendered Options made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. You must withdraw all Tendered Options; you may not withdraw only a portion of Tendered Options. If the Offer is extended by the Company beyond that time, you may withdraw the Tendered Options at any time until the extended expiration of the Offer. To withdraw Tendered Options, you must deliver a written Notice of Withdrawal with the required information to the Company while you still have the right to withdraw the Tendered Options. Withdrawals may not be rescinded and any Tendered Options withdrawn will thereafter be deemed not properly tendered for purposes of the Offer unless such withdrawn Tendered Options are properly re-tendered prior to the Expiration Date by following the procedures described above. 3. TENDERS. If you intend to tender options pursuant to the Offer, you must complete the table on the first page of this Letter by providing the number of Common Stock subject to each Tendered Option, the grant date of each Tendered Option and the exercise price of each Tendered Option. If you intend to tender eligible options pursuant to the Offer, you must tender all of your eligible options that are outstanding on the Expiration Date. 4. SIGNATURES ON THIS ACCEPTANCE LETTER. If this Letter is signed by the eligible employee who is the holder of the Tendered Options, the signature must be by such employee. The signature must correspond with the name as written on the face of the option agreement or agreements to which the Tendered Options are subject without alteration, enlargement or any ver. 2 change whatsoever. If this Letter is signed by a trustee, executor, administrator, guardian, attorney-in-fact or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted with this Letter. 5. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests for assistance, as well as requests for additional copies of the Offer to Exchange or this Letter, may be directed to Karen Pereira, Stock Administrator, at the address and telephone number given on page 1 of this Letter. The Company will promptly furnish copies at its expense. 6. IRREGULARITIES. All questions as to the number of Common Stock subject to Tendered Options to be accepted for exchange, and the validity, form, eligibility (including time of receipt) and acceptance for exchange of any Tendered Options will be determined by the Company in its discretion, which determinations shall be final and binding on all parties. The Company reserves the right to reject any or all Tendered Options the Company determines not to be in proper form or the acceptance of which may, in the opinion of the Company's counsel, be unlawful. The Company also reserves the right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Tendered Options, and the Company's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No tender of Tendered Options will be deemed to be properly made until all defects and irregularities have been cured or waived to the Company's satisfaction. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in tenders, and no person will incur any liability for failure to give any such notice. Important: To accept the Offer, the signed Letter (or a facsimile copy thereof) must be received by the Company on or prior to the Expiration Date. You must deliver a properly signed paper copy of this Letter by regular external mail, facsimile or hand-delivery. Delivery by e-mail will not be accepted. 7. IMPORTANT TAX INFORMATION. You should carefully review Section 13 of the Offer to Exchange, which contains important tax information. ver. 2 2 ATTACHMENT A OPTION REPORT ver. 2 EX-99.(A)(10) 4 a2058436zex-99_a10.txt AMENDMENT & SUPPLEMENT TO OFFER TO EXCHANGE EXHIBIT (a)(10) [Oak Technology Letterhead] August 30, 2001 TO: ALL ELIGIBLE EMPLOYEES OF OAK TECHNOLOGY, INC. ("OAK TECHNOLOGY" OR THE "COMPANY") UNDER THE OFFER TO EXCHANGE, DATED AUGUST 15, 2001 RE: AMENDMENT AND SUPPLEMENT TO THE OFFER TO EXCHANGE This letter provides supplemental information regarding the Oak Technology Stock Option Exchange Program and discusses several amendments to the Offer to Exchange, dated August 15, 2001 (the "Offer to Exchange") and related Acceptance Letter previously sent to you. You should carefully read the supplemental information and amendments as described below, along with the rest of the Offer to Exchange and Acceptance Letter before you decide whether to participate in (or modify or rescind your participation in) the Program. Except as expressly provided in this letter, the terms of the Offer to Exchange remain unchanged. This supplement should be read in conjunction with the Offer to Exchange. Any terms that are not otherwise defined in this letter have the meanings given to them in the Offer to Exchange. AMENDMENTS TO OFFER TO EXCHANGE We have updated the Offer to Exchange as follows: 1. The eleventh question and answer of the Summary Term Sheet of the Offer to Exchange (page 5) is amended and restated to read as follows: IF I TENDER OPTIONS IN THIS OFFER, WHEN WILL I RECEIVE MY NEW OPTIONS? We expect to grant the new options on a business day that is at least six months and one day after the date we cancel the options accepted for exchange. Our board of directors or compensation committee will select the actual grant date of the new options after the expiration of the offer, in accordance with the Plan. If we cancel tendered options on September 14, 2001, the business day following the scheduled expiration date, the grant date of the new options will be no earlier than March 16, 2002. The board or compensation committee expects to grant the new options on a date occurring on or soon after March 16, 2002. The issuance of the new options will not be delayed significantly beyond the projected grant date as a result of the board or committee meeting. If the expiration date of the offer is extended by us, the grant date for the new options may also be extended. You must be an employee, or otherwise be eligible to receive options pursuant to the Plan on the grant date to receive the new options. The date on which the new options are granted may fall within certain "black out" periods designated by Oak Technology during which its officers, directors and employees are restricted from trading in our securities. These trading restrictions normally go into effect beginning on the fifteenth day of the last month of each fiscal quarter and are lifted three days after Oak Technology issues its earnings release for that quarter. Accordingly, you may not be able to exercise the new options granted to you on the grant date until the expiration of any applicable black out periods. (Page 15) 2. The thirty-first question and answer of the Summary Term Sheet of the Offer to Exchange (page 11) is amended and restated to read as follows: HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER OPTIONS IN THE OFFER? CAN THE OFFER BE EXTENDED, AND IF SO, HOW WILL I BE NOTIFIED IF IT IS EXTENDED? You have until at least 11:59 p.m., Pacific daylight savings time, on September 13, 2001, to tender your options in the offer. Although we do not currently intend to do so, we may, in our discretion, extend the offer at any time. If we extend the offer, we will make a public announcement of the extension no later than 9:00 a.m., Eastern time, on the next business day following the previously scheduled expiration date. If the offer is extended, then the cancellation date for tendered eligible options accepted for exchange and the grant date of the new options may be extended if necessary to avoid the possibility that we would have to recognize any charges in our financial statements which would reduce our reported earnings. Under the accounting rules applicable to us, the new options must be granted more than six months following the date tendered eligible options are cancelled. (Page 15, 31) 3. The thirty-third question and answer of the Summary Term Sheet of the Offer to Exchange (page 11) is amended and restated to read as follows: DURING WHAT PERIOD OF TIME MAY I WITHDRAW PREVIOUSLY TENDERED OPTIONS? You may withdraw your tendered options at any time before the offer expires at 11:59 p.m., Pacific daylight savings time, on September 13, 2001. If we extend this offer beyond that time, you may withdraw your tendered options at any time until the extended expiration of this offer. We will accept for exchange and cancel the tendered options on September 14, the first business day following the scheduled expiration date of the offer. However, in the event that your 2 tendered options have not been accepted for exchange and canceled by 11:59 P.M., Pacific daylight savings time on October 12, 2001 (including, due to an extension of the offer), you may withdraw your tendered options at any time after 11:59 P.M., Pacific daylight savings time on October 12, 2001, that is, after the expiration of forty business days from the commencement of our offer. To withdraw tendered options, you must deliver to us at the address or facsimile number listed above a written notice of withdrawal with the required information while you still have the right to withdraw the tendered options. As in the case of delivery of the acceptance letter, you may deliver the signed notice of withdrawal to us at the address noted above by regular external mail, facsimile or hand delivery. Once you have withdrawn options, you may re-tender options only by again following the delivery procedures described above. (Page 18) 4. The thirty-fifth question and answer of the Summary Term Sheet of the Offer to Exchange (page 12) is amended and restated to read as follows: HOW WILL I KNOW IF OAK TECHNOLOGY HAS RECEIVED MY ACCEPTANCE LETTER ELECTING TO TENDER MY ELIGIBLE OPTIONS? We will confirm receipt of your acceptance letter tendering your eligible options (and any withdrawal) shortly after we receive it. In addition, promptly after the expiration date of the offer, we will send you a personalized document confirming that your tendered options have been accepted and cancelled, and evidencing your right to the future option grant. (Page 20) 5. The third and fourth paragraph of Section 2 ("Purpose of the Offer") of the Offer to Exchange (page 16) is amended and restated to read as follows: Subject to the foregoing, and other than transactions among or between our subsidiaries and our affiliates, we presently have no plans or proposals that relate to or would result in: (a) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries; (b) any purchase, sale or transfer of a material amount of our assets or the assets of any of our subsidiaries; (c) any material change in our present dividend rate or policy, or our indebtedness or capitalization; (d) any material change in our present board of directors or management, other than changes in the number or term of directors or to fill any existing board vacancies, or as may otherwise occur in the ordinary course of business; (e) any other material change in our corporate structure or business; (f) our common stock not being authorized for quotation in an 3 automated quotation system operated by a national securities association; (g) our common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; (h) the suspension of our obligation to file reports pursuant to Section 15(d) of the Securities Exchange Act; (i) the acquisition by any person of any material amount of our securities or the disposition of any material amount of our securities; or (j) any change in our certificate of incorporation or bylaws, or any actions which may impede the acquisition of control of us by any person. From time to time we entertain proposals from third parties regarding potential strategic relationships or transactions, which in some cases could include a merger or sale of Oak Technology. We have no definitive plans with respect to any such strategic relationship or transaction as of the date hereof. 6. The second paragraph of Section 4 ("Withdrawal Rights") of the Offer to Exchange (page 18) is amended and restated to read as follows: You may only withdraw your tendered options in accordance with the provisions of this Section 4. You may withdraw your tendered options at any time before 11:59 p.m., Pacific daylight savings time, on September 13, 2001. If the offer is extended by us beyond that time, you may withdraw your tendered eligible options at any time until the extended expiration of the offer. We will accept for exchange and cancel the tendered options on September 14, the first business day following the scheduled expiration date of the offer. However, in the event that your tendered options have not been accepted for exchange and canceled by 11:59 P.M., Pacific daylight savings time, on October 12, 2001 (including, due to an extension of the offer), you may withdraw your tendered options at any time after 11:59 P.M., Pacific daylight savings time on October 12, 2001, that is, after the expiration of forty business days from the commencement of our offer. You must withdraw all tendered eligible options; you may not withdraw only a portion of tendered eligible options. 7. The first paragraph of Section 5 ("Acceptance Of Options For Exchange And Issuance Of New Options") of the Offer to Exchange (page 18) is amended and restated to read as follows: Upon the terms and subject to the conditions of this offer and promptly following the expiration date, we will accept for exchange and cancel options properly tendered and not validly withdrawn before the expiration date. If we 4 cancel eligible options accepted for exchange on September 14, 2001, the business day following the scheduled expiration date of the offer, you will be granted new options no earlier than March 16, 2002, which is the first business day that is at least six months and one day following the date we anticipate accepting options for exchange. If the offer is extended, then the grant date of the new options will also be extended if necessary to ensure that the new option grant date is six months and one day following the date eligible options are cancelled. Our board of directors or compensation committee will select the actual grant date for the new options after the expiration date of the offer in accordance with the Plan. If we cancel tendered options on September 14, 2001, the board or compensation committee expects to grant the new options on a date occurring on or soon after March 16, 2002. The issuance of the new options will not be delayed significantly beyond the projected grant date as a result of the board or committee meeting. The exercise price of the new options will equal the fair market value of our common stock on the date of grant. 8. The second paragraph of Section 9 ("Information Concerning Oak Technology") of the Offer to Exchange (page 27) is amended and restated to read as follows: We were originally incorporated in California in 1987 and were reincorporated in Delaware in 1994. Our principal executive offices and principal marketing, sales and product development operations are located at 139 Kifer Court, Sunnyvale, California 94086 and our telephone number is (408) 737-0888. Our web site is located at www.oaktech.com. The information on our web site is not a part of this offer to exchange. For additional information regarding Oak Technology, we recommend that you also review the materials which we have filed with the SEC. Attached hereto as SCHEDULE B to this Offer to Exchange is a Summary Financial Statement of Oak Technology. More complete financial information is included in our annual report on Form 10-K for the fiscal year ended June 30, 2000 which is incorporated herein by reference and in our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2001, which is incorporated herein by reference and each may be inspected at, and copies may be obtained from, the same places and in the same manner as set forth in Section 16 of this Offer to Exchange. 9. The fourth paragraph of Section 14 ("Extension of Offer; Termination; Amendment") of the Offer to Exchange (page 31) is amended and restated to read as follows: Amendments to the offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than 9:00 a.m., Eastern time, on the next business day after the last previously scheduled or announced expiration date. Any announcement made 5 pursuant to the offer will be disseminated promptly to eligible employees in a manner reasonably designated to inform eligible employees of such change. 10. Schedule B is added to the Offer to Exchange as follows: 6 SCHEDULE B SUMMARY FINANCIAL INFORMATION OAK TECHNOLOGY, INC. AND SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE DATA)
NINE MONTHS YEAR ENDED JUNE 30, ENDED MARCH 31, ----------------------- ---------------------- 2000 1999 2001 2000 ------------------------------------------------------- (unaudited) STATEMENT OF OPERATIONS DATA: Revenues........................................... $86,455 71,051 $139,351 $49,673 Gross profit....................................... 45,535 31,432 65,655 25,424 Operating (loss) income............................ (61,109) (61,946) (13,869) (54,920) Net (loss) income.................................. (32,862) (50,669) (8,552) (27,833) Net (loss) income per share (basic and diluted).... $ (0.71) $ (1.24) $ (0.16) $ (0.63) (Loss) income per share from continuing operations (basic and diluted)..................... $ (0.71) $ (1.24) $ (0.16) $ (0.63)
AS OF JUNE 30, AS OF MARCH 31, ----------------------- ---------------------- 2000 1999 2001 2000 ------------------------------------------------------- (unaudited) BALANCE SHEET DATA: Current assets..................................... $ 170,893 $ 163,455 $ 153,199 $ 171,696 Property and equipment, net........................ 19,738 22,039 20,132 19,930 Foundry deposits................................... - 7,760 - - Intangible assets, net............................. 44,053 7,569 33,016 47,110 Other noncurrent assets............................ 1,716 3,018 582 5,348 Total Assets....................................... 236,400 203,841 206,929 244,084 Current liabilities................................ 34,283 12,519 25,492 31,040 Long-term debt..................................... - 5 - - Deferred income taxes.............................. 697 1,438 643 1,438 Other non-current liabilities...................... 110 457 155 258 Total liabilities.................................. 35,090 14,419 26,290 32,736 Total stockholders' equity......................... 201,310 189,422 180,639 211,348 Total liabilities and stockholders' equity......... 236,400 203,841 206,929 244,084 Book value per share............................... $ 3.32
The transaction is not expected to have a material impact on the financial information presented; therefore, pro forma data is not provided. 7 AMENDMENTS TO ACCEPTANCE LETTER The Acceptance Letter is amended and restated to delete any reference to a requirement that the option holder certify that they understand each of the items listed in the Acceptance Letter. With respect to Acceptance Letters that have already been executed and returned to Oak Technology by an option holder, the Company agrees not to enforce its previous requirement that the option holder certify that they understand each of the items listed in the Acceptance Letter. WE HAVE ATTACHED A NEW ACCEPTANCE LETTER TO THIS LETTER. IF YOU WOULD LIKE TO PARTICIPATE IN THE OFFER, BUT HAVE NOT SENT AN ACCEPTANCE LETTER, PLEASE USE THIS NEW FORM OF THE ACCEPTANCE LETTER. IF YOU HAVE ALREADY SENT AN ACCEPTANCE LETTER, THERE IS NO NEED TO SEND A NEW ONE. 8 EX-99.(A)(11) 5 a2058436zex-99_a11.txt FORM OF LETTER TO TENDERING EMPLOYEES EXHIBIT (a)(11) [LETTERHEAD OF OAK TECHNOLOGY] September ___, 2001 Dear Employee: On behalf of Oak Technology, Inc. (the "Company"), I am writing to provide you with the results of the Company's recent offer to exchange certain outstanding options granted under the Oak Technology, Inc. 1994 Stock Option Plan, as amended and restated (the "Plan"), held by eligible employees with an exercise price of at least $15.00, for new options to be granted under the Plan (the "Offer") and a new option agreement between you and the Company. The offer was consummated pursuant to the terms and subject to the conditions of the Company's Offer to Exchange dated August 15, 2001 (the "Offer of Exchange") and the related Acceptance Letter. The Offer expired at 11:59 p.m., Pacific daylight savings time, on September 13, 2001. On September 14, 2001, pursuant to the terms and conditions of the Offer, the Company accepted for exchange tendered options exercisable for a total of ____________ shares of the Company's common stock and canceled all such tendered options. The Company has accepted for exchange and canceled your tendered options exercisable for the number of shares of common stock, and at the exercise price, set forth on ATTACHMENT A to this letter. In accordance with the terms and subject to the conditions of the Offer, you have the right to receive a new option under the Plan exercisable for the number of shares of the Company's common stock set forth on ATTACHMENT A. For options under the Plan tendered to the Company, new options will be granted pursuant to, and be subject to the terms and conditions of, the Plan and a new stock option agreement that will be executed by you and the Company. Also, in accordance with the terms of the Offer, the terms and conditions of the new option will be substantially the same as the terms and conditions of the options you tendered for exchange, except as follows: o EXERCISE PRICE. The per share exercise price under the new option will equal the fair market value of the Company's common stock on the date the Company grants the new option; and o TERM. The new options will have a term of ten years from the original date of grant of the tendered options (not from the new option grant date). In accordance with the terms and subject to the conditions of the Offer, the Company will grant you the new option on or after March 16, 2002. In accordance with the terms of the Offer, you must be an eligible employee of the Company or one of its subsidiaries from the date you tendered options through the date the Company grants the new options. If for any reason you do not remain an eligible employee, you will not receive a new option or any other consideration for the options tendered by you and cancelled by the Company. Participation in the Offer does not confer upon you the right to remain in the employ of the Company or any of its subsidiaries. If you have any questions about your rights in connection with the grant of a new option, please call the undersigned at (408) 328-6881. Sincerely, Karen Pereira ATTACHMENT A [Name of Employee] NUMBER OF OPTIONS TENDERED EXERCISE PRICE OF OPTIONS TENDERED AND ACCEPTED FOR EXCHANGE AND ACCEPTED FOR EXCHANGE - ------------------------------------- ---------------------------------------- - ------------------------------------- ---------------------------------------- NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK SUBJECT TO THE NEW OPTIONS TO BE GRANTED TO YOU ON OR AFTER MARCH 16, 2002: ---------------- -----END PRIVACY-ENHANCED MESSAGE-----