-----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, DrrTFneeTJp/ExYIHHxZoYr80YsxrZqnxmUxYYPRVamb5mTB8lBc8UxwGoc/XPXN 3YERG7fBqfneNELH4xXKrQ== 0001012870-97-002448.txt : 19971212 0001012870-97-002448.hdr.sgml : 19971212 ACCESSION NUMBER: 0001012870-97-002448 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971211 SROS: NONE GROUP MEMBERS: CAMBRIDGE SOUNDWORKS INC GROUP MEMBERS: CREATIVE TECHNOLOGY LTD. GROUP MEMBERS: CSW ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAMBRIDGE SOUNDWORKS INC CENTRAL INDEX KEY: 0000919234 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 042998824 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-45217 FILM NUMBER: 97736308 BUSINESS ADDRESS: STREET 1: 311 NEEDHAM ST CITY: NEWTON STATE: MA ZIP: 02164 BUSINESS PHONE: 6173325936 MAIL ADDRESS: STREET 1: 311 NEEDHAM ST CITY: NEWTON STATE: MA ZIP: 02164 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAMBRIDGE SOUNDWORKS INC CENTRAL INDEX KEY: 0000919234 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 042998824 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 311 NEEDHAM ST CITY: NEWTON STATE: MA ZIP: 02164 BUSINESS PHONE: 6173325936 MAIL ADDRESS: STREET 1: 311 NEEDHAM ST CITY: NEWTON STATE: MA ZIP: 02164 SC 13E3/A 1 AMENDMENT #1 TO SCHEDULE 13E-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 1997 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13E-3/A RULE 13E-3 TRANSACTION STATEMENT (AMENDMENT NO. 1 AND FINAL AMENDMENT) (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934) CAMBRIDGE SOUNDWORKS, INC. (NAME OF ISSUER) CAMBRIDGE SOUNDWORKS, INC. CSW ACQUISITION CORPORATION CREATIVE TECHNOLOGY LTD. (NAME OF PERSONS FILING STATEMENT) COMMON STOCK, NO PAR VALUE (TITLE OF CLASS OF SECURITIES) 132514100 (CUSIP NUMBER OF CLASS OF SECURITIES) ---------------- NG KEH LONG THOMAS J. DEVESTO CREATIVE TECHNOLOGY LTD. CAMBRIDGE SOUNDWORKS, INC. & CSW ACQUISITION CORPORATION 311 NEEDHAM STREET 31 INTERNATIONAL BUSINESS PARK NEWTON, MASSACHUSETTS 02164 CREATIVE RESOURCE SINGAPORE 609921
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT) Copies to: JOHN D. DANFORTH STEVEN J. TONSFELDT JOSEPH D.S. HINKLEY CREATIVE LABS, INC. VENTURE LAW GROUP PEABODY & ARNOLD 1901 MCCARTHY BLVD. A PROFESSIONAL CORPORATION 50 ROWES WHARF MILPITAS, CALIFORNIA 95035 2800 SAND HILL ROAD BOSTON, MASSACHUSETTS 02110 (408) 428-6600 MENLO PARK, CALIFORNIA 94025 (617) 951-2100 (650) 854-4488
---------------- NOVEMBER 3, 1997 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) THIS STATEMENT IS FILED IN CONNECTION WITH A TENDER OFFER CALCULATION OF FILING FEE
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- TRANSACTION VALUATION AMOUNT OF FILING FEE - ------------------------------------------------------------------------------- $37,051,942* $7,411** - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
* For purposes of fee calculation only. The total transaction value is based on 3,804,824 Shares outstanding as of October 23, 1997 less 912,294 Shares owned by Parent and Purchaser, plus 576,753 Shares reserved for future issuance pursuant to outstanding stock options, multiplied by the offer price of $10.68 per Share. ** The amount of the filing fee calculated in accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934 equals 1/50 of 1% of the value of the shares to be purchased. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2). Amount Previously Paid: $7,411 Filing Parties: Creative Technology Ltd., CSW Acquisition Corporation Form or Registration No.: Schedule 14D-1 Date Filed: November 3, 1997 ================================================================================ This Amendment No. 1, the final amendment (this "Final Amendment"), amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission on November 3, 1997 (as amended from time to time, the "Schedule 13E-3") by (i) Creative Technology Ltd., a Singapore corporation ("Parent"), (ii) CSW Acquisition Corporation, a Massachusetts corporation and a wholly owned subsidiary of Parent (the "Purchaser"), and (iii) Cambridge SoundWorks, Inc. a Massachusetts corporation (the "Company"). The Schedule 13E-3 and this Final Amendment relates to the tender offer by the Purchaser to purchase any and all outstanding shares of common stock, no par value (the "Shares"), of the Company at a price of $10.68 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 3, 1997 and the related Letter of Transmittal. Capitalized terms used and not otherwise defined herein have the respective meanings given such terms in the Schedule 13E-3. ITEM 10. INTEREST IN SECURITIES OF THE ISSUER. On Tuesday, December 2, 1997 at 12:00 midnight New York City time, the Offer expired. On Thursday, December 4, 1997, the Purchaser accepted all Shares validly tendered. A total of 2,716,187 Shares (or approximately 94% of the issued and outstanding Shares not already owned by Parent or the Purchaser) were purchased pursuant to the Offer. The Purchaser has paid for all such Shares at the Offer Price of $10.68 per Share, in cash, net to the tendering stockholder. ITEM 16. ADDITIONAL INFORMATION. On Friday, December 5, 1997, the merger of the Company with and into the Purchaser, pursuant to the short-form merger provisions of the Business Corporation Law of the Commonwealth of Massachusetts, was completed and the combined company thereby became a wholly owned subsidiary of Parent. In the merger, Shares not previously purchased by the Purchaser were converted into the right to receive $10.68 per Share in cash. A copy of Parent's press release with respect to the closing of the tender offer and the consummation of the merger is filed as Exhibit (a)(12) to the Schedule 14D-1 and is incorporated herein by reference. ITEM 17. MATERIAL TO BE FILED AS EXHIBITS. (d)(10) Press Release issued by Parent on December 8, 1997 (incorporated herein by reference to Exhibit (a)(12) to the Schedule 14D-1).
2 SIGNATURES After due inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. CAMBRIDGE SOUNDWORKS, INC. By: /s/ Thomas J. DeVesto ___________________________________ Name: Thomas J. DeVesto Title: President and Chief Executive Officer CREATIVE TECHNOLOGY LTD. By: /s/ Ng Keh Long ___________________________________ Name: Ng Keh Long Title: Vice President, Corporate Treasurer and Acting Chief Financial Officer CSW ACQUISITION CORPORATION By: /s/ Ng Keh Long ___________________________________ Name: Ng Keh Long Title: Vice President and Treasurer Dated: December 10, 1997 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION ------- ----------- (d)(10) Press Release issued by Parent on December 8, 1997 (incorporated herein by reference to Exhibit (a)(12) to the Schedule 14D-1).
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