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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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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
- -------------------------------------------------------------------------------
$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. 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
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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 4, 1997
AMENDMENT NO. 3 TO CREATIVE TECHNOLOGY LTD. SCHEDULE 14D-1
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EXHIBIT INDEX
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EXHIBIT NO.
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(a)(11) Press Release issued by Parent on December 3, 1997.
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EXHIBIT (a)(11)
CONTACT INFORMATION:
Rick Myllenbeck
Creative Labs, Inc.
Internet: [email protected]
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.
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