-----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, NCq/tVY9ztN95njdd0faV/1NPnpUzQjTkR5gq0DnubOij51HasN+Nq1JviCSfYVi zKAB84gXWkscM/sNz/9nsQ== 0001012870-97-002388.txt : 19971205 0001012870-97-002388.hdr.sgml : 19971205 ACCESSION NUMBER: 0001012870-97-002388 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971204 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: 97732429 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 #3 TO SCHEDULE 14D-1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 1997 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-1 (AMENDMENT NO. 3) 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. 3 (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. Items 10 (b) -- (c) are hereby amended and supplemented by the addition of the following information thereto: A copy of the Parent's press release with respect to the expiration of the tender offer period is filed as Exhibit (a)(11) to this Statement and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(11) Press release dated December 3, 1997, issued by the Parent. 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: December 4, 1997 AMENDMENT NO. 3 TO CREATIVE TECHNOLOGY LTD. SCHEDULE 14D-1 EXHIBIT INDEX
EXHIBIT NO. ----------- (a)(11) Press Release issued by Parent on December 3, 1997.
EX-99.(A)(11) 2 PRESS RELEASE ISSUED BY PARENT ON DECEMBER 3, 1997 EXHIBIT (a)(11) CONTACT INFORMATION: Rick Myllenbeck Creative Labs, Inc. Internet: rickm@soundblaster.com CREATIVE TO OWN 96 PERCENT OF CAMBRIDGE SOUNDWORKS AFTER ACCEPTING TENDERED SHARES: PLANS TO GO FORWARD WITH FULL MERGER ON TRACK SINGAPORE - December 3, 1997 - Creative Technology Ltd. (NASDAQ:CREAF), the world's leading provider of multimedia technology for the personal computer, today announced that its tender offer to acquire all outstanding shares of Cambridge SoundWorks, Inc. (NASDAQ:HIFI) not currently owned by Creative has expired as scheduled, and that Creative received enough shares in the tender offer to proceed with a short-form merger which will make Cambridge SoundWorks a wholly-owned subsidiary of Creative. Preliminary results indicate that as of the expiration of the offer at midnight, EST, Tuesday, December 2, 1997, 2,722,887 shares have been tendered and not withdrawn (including 12,479 shares tendered pursuant to guarantee of delivery) and, together with the shares already owned by Creative, such shares represent approximately 96 percent of the outstanding Cambridge SoundWorks shares. Following acceptance and purchase of the tendered shares, will own approximately 96 percent of the outstanding Cambridge SoundWorks shares. Creative said it intends to accept and purchase all the validly tendered shares for $10.68 per share in cash in accordance with the terms of the offer. Shortly following such acceptance and payment, the previously announced merger of Creative's wholly-owned subsidiary, CSW Acquisition Corporation, with and into Cambridge SoundWorks is expected to be consummated pursuant to the short-form merger provisions of the Massachusetts General Corporation Law, whereby Cambridge SoundWorks, Inc. will become a wholly-owned subsidiary of Creative Technology Ltd. In the merger, each share of Cambridge SoundWorks' common stock not held by Creative or CSW Acquisition Corporation (other than shares as to which appraisal rights are perfected) will be converted into the right to receive $10.68 in cash. Shortly following the merger, materials will be mailed to Cambridge SoundWorks' stockholders whose shares were not tendered, along with a letter of transmittal that will provide instructions for receiving the $10.68 per share cash payment. Cambridge SoundWorks is the renowned speaker manufacturer and retailer famous for its high-performance home theater, home stereo and car stereo speaker systems as well as its critically acclaimed multimedia speakers. The multimedia speakers - MicroWorks(TM), SoundWorks(R) and newly developed PC Works(TM) - use premium-quality, amplified subwoofer/satellite speaker technology derived from the company's many years of experience in the home audio business. These speakers deliver a wide-range of truly convincing, phenominally clear sound - including crisp highs, a rich mid-range and remarkable bass - all with an incredibly small footprint and at extremely affordable prices. Cambridge SoundWorks manufactures 33 different models of home stereo, car stereo, home theater and computer speakers. Its speakers and sound systems are also sold through the company's retail stores and through its national catalog. Creative Technology Ltd. is the world's leading provider of advanced multimedia solutions for personal computers, including sound, graphics, communications and video conferencing products. The company's Sound Blaster technology has been accepted as the worldwide standard sound platform for PCs, and the company's global distribution network is among the most extensive in the multimedia industry. Creative is focused on enhancing the overall user experience by providing powerful, enabling, high-value technology for the mass market. #### -----END PRIVACY-ENHANCED MESSAGE-----