-----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, DKOj//SaZa8R8ZLKt9OXFrDe295kG7r7qGealbJNvuoAaxWeJa6VxFev6i8hMQt8 j3RczoH5kt+xS8GgI1w8jw== 0001012870-97-002199.txt : 19971111 0001012870-97-002199.hdr.sgml : 19971111 ACCESSION NUMBER: 0001012870-97-002199 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971110 SROS: NONE 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-45217 FILM NUMBER: 97712072 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: CSW ACQUISITION CORP CENTRAL INDEX KEY: 0001048787 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 1901 MCCARTHY BLVD. CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4084286600 SC 14D1/A 1 AMENDMENT #1 TO SCHEDULE 14D-1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1997 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-1 (AMENDMENT NO. 1) TENDER OFFER STATEMENT (PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) CAMBRIDGE SOUNDWORKS, INC. (NAME OF ISSUER) 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 CREATIVE TECHNOLOGY LTD. & CSW ACQUISITION CORPORATION 31 INTERNATIONAL BUSINESS PARK 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 CREATIVE LABS, INC. VENTURE LAW GROUP 1901 MCCARTHY BLVD. A PROFESSIONAL CORPORATION MILPITAS, CA 95035 2800 SAND HILL ROAD (408) 428-6600 MENLO PARK, CA 94025 (650) 854-4488
NOVEMBER 3, 1997 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) 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
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INTRODUCTION This Amendment No. 1 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission on November 3, 1997 (as amended from time to time, the "Schedule 14D-1") by Creative Technology Ltd., a Singapore corporation ("Parent") and CSW Acquisition Corporation, a Massachusetts corporation and a wholly owned subsidiary of Parent (the "Purchaser"). The Schedule 14D-1 and this Amendment relate to a tender offer by Purchaser for all outstanding shares of common stock, no par value (the "Shares"), of Cambridge SoundWorks, Inc., a Massachusetts corporation (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 3, 1997 (the "Offer to Purchase") and the related Letter of Transmittal (which together constitute the "Offer"), copies of which are filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-1. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Offer to Purchase. The information contained in this Statement concerning the Company, including, without limitation, information concerning the background of the transaction, the deliberations, approvals and recommendations of the Board of Directors of the Company in connection with the transaction, the opinion of the Company's financial advisor, and the Company's capital structure and historical and projected financial information, was supplied by the Company. Parent and Purchaser take no responsibility for the accuracy of such information. ITEM 10. ADDITIONAL INFORMATION. Item 10 is hereby amended by deleting the second paragraph thereof and replacing the second paragraph in its entirety with the following text: "(b)-(c) As required under the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the rules that have been promulgated thereunder by the Federal Trade Commission (the "FTC"), Parent (on behalf of the Purchaser) filed a Notification and Report Form with the Antitrust Division of the Department of Justice (the "Antitrust Division") and the FTC with respect to the Offer on November 4, 1997. Accordingly, the waiting period with respect to the Offer will expire at 11:59 p.m., New York City time, on November 19, 1997, unless Parent or the Company receives a request for additional information or documentary material, or the Antitrust Division and the FTC terminate the waiting period prior thereto. The information set forth in the Offer to Purchase under "THE OFFER--Effect of the Offer on the Market for the Shares; NASDAQ Quotation and Exchange Act Registration" is incorporated herein by reference." 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. 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: November 10, 1997 AMENDMENT NO. 1 TO CREATIVE TECHNOLOGY LTD. SCHEDULE 14D-1 -----END PRIVACY-ENHANCED MESSAGE-----