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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
(AMENDMENT NO. 4 AND FINAL AMENDMENT)
TENDER OFFER STATEMENT
(PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
SCHEDULE 13D
(AMENDMENT NO. 3)
(PURSUANT TO SECTION 13(d) 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
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$37,051,942* $7,411**
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* 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).
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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
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INTRODUCTION
This Amendment No. 4, the final amendment (this "Final 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.
This Amendment is also Amendment No. 3 to Schedule 13D of Parent.
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 6. INTEREST IN SECURITIES IN THE SUBJECT COMPANY.
Item 6 is hereby amended and supplemented by addition of the following
information thereto:
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 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by the addition of the
following information thereto:
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 this
Statement and is incorporated herein by reference.
2
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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 10, 1997
AMENDMENT NO. 4 TO CREATIVE TECHNOLOGY LTD. SCHEDULE 14D-1
AMENDMENT NO. 3 TO CREATIVE TECHNOLOGY LTD. SCHEDULE 13D
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EXHIBIT INDEX
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EXHIBIT NO.
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(a)(12) Press Release issued by Parent on December 8, 1997.
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EXHIBIT (a)(12)
CONTACT INFORMATION:
Rick Myllenbeck
Creative Labs, Inc.
Internet: [email protected]
Creative Completes Tender Offer And Merger Of Cambridge SoundWorks
SINGAPORE -- December 8, 1997 -- Creative Technology Ltd. (NASDAQ:CREAF), the
world's leading provider of multimedia technology for the personal computer,
today announced the successful completion of its cash tender offer to acquire
all outstanding shares of Cambridge SoundWorks, Inc. (NASDAQ:HIFI) not already
owned by Creative and the related merger transaction.
Creative's subsidiary, CSW Acquisition Corporation, purchased 2,716,187 validly
tendered Cambridge SoundWorks shares and has merged with Cambridge SoundWorks
making Cambridge SoundWorks a wholly-owned subsidiary of Creative.
Creative said that after purchasing the tendered shares on Thursday, December 4,
1997 for $10.68 per share, Creative owned approximately 95 percent of the
outstanding shares of Cambridge SoundWorks. The merger was completed on Friday,
December 5, 1997, according to the short-form merger provisions of the
Massachusetts General Corporation Law. In the merger, each share of Cambridge
SoundWorks' common stock not held by Creative (other than shares as to which
appraisal rights are perfected) was converted into the right to receive $10.68
in cash. Stockholders who did not tender their shares in the offer will receive
a letter of transmittal with 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, phenomenally clear sound --
including crisp highs, a rich mid-range and remarkable bass -- all with an
incredibly small footprint and at extremely affordable prices.
"We are truly pleased now that Cambridge is a full-fledged part of the Creative
team," said Sim Wong Hoo, chairman and chief executive officer of Creative
Technology Ltd. "With the combined strengths of both companies, Creative now has
all the components required to provide a completely new and exciting concept in
PC audio -- a limitless, immersive, vivid audio experience Creative calls
'environmental audio.' The merger also
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gives us the opportunity to offer great audio experiences at very attractive
mass market prices."
"Joining the Creative family allows us to strengthen our position as an
innovative manufacturer of home stereo, home theater and car stereo products,
and helps us to achieve our goal of becoming the world's leading provider of
multimedia speakers for the PC," said Thomas J. DeVesto, president and chief
executive officer of Cambridge SoundWorks. "We aim to advance the art of speaker
design to a new level and to explore novel ways of converging computer
multimedia technology with speaker technology to create the most realistic,
involving sound experience for our customers."
Cambridge SoundWorks' offers the most critically acclaimed multimedia speakers
in the consumer electronics and computer industries. The company's MicroWorks
system recently received PC Computing magazine's "MVP" Award for 1997, Computer
Gaming World's "4 1/2 Star Award," as well as the "Editor's Choice" Award from
PC Gamer magazine. The SoundWorks system received PC Computing's "Best" Award
and the "Editor's Choice" Award from Macworld magazine. The PC Works system
received the "Reviewer's Choice" Award from ome PC Magazine, the "GameWorthy"
Award from c/net and the "Editor's Choice" Award from PC Gamer magazine.
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(R) 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.
####
All products mentioned herein are either registered trademarks or trademarks of
their respective owners and are hereby recognized as such.
Safe Harbor for Forward Looking Statements:
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Except for the historical information contained herein, the matters set forth
herein (including information on future products, future marketing efforts, and
future revenues, margins, expenses and earnings) are forward looking statements
that are subject to certain risks and uncertainties that could cause actual
results to differ materially from those set forth in the forward looking
statements. Such risks and uncertainties include, among others: potential
fluctuations in quarterly results due to the seasonality of Creative's business
and the difficulty of projecting such fluctuations; reductions in the market
value
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of products sold by Creative, including increases in supply or declines in
demand or prices for CD-ROM or DVD drives, board and chip-level products, and
software products; the short product cycles that characterize most of Creative's
products; the increasing proliferation of sound functionality in new products
from new competitors and at the application software, chip and operating system
levels; Creative's reliance on sole sources for many of its chips and other key
components; the timely development, ramp, delivery and market acceptance of new
products, including Creative's next generation sound chips, and its graphics
accelerator, video conferencing, CD-ROM and DVD drives, DVD encoder cards,
communications and Internet-related products; the availability of operating
capital on acceptable terms; the volatility of share prices for companies in
Creative's industry and the effect of those prices or other events beyond
Creative's control; and other risk factors described in Creative's filings with
the Securities and Exchange Commission over the past twelve months.
