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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 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)
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<S> <C>
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
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSONS FILING STATEMENT)
Copies to:
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<S> <C> <C>
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
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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
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<S> <C>
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).
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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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.
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<C> <S>
(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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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
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
(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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