UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
Report for the month of July 2007
Commission File Number 0-20281
CREATIVE TECHNOLOGY LTD.
(Exact name of Registrant as specified in its charter)
SINGAPORE
(Jurisdiction of incorporation or organization)
31 International Business Park
Creative Resource
Singapore 609921
(Address of principal executive offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or 40-F.
Form 20-F X Form 40-F
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If Yes is marked, indicate below the file number assigned to the Registrant in connection with Rule 12g3-2(b):82 N/A
On July 10, 2007, Creative Technology Ltd. announced that it sent a letter to shareholders in the U.S. regarding Creatives previously announced plan to voluntarily delist its Ordinary Shares from the NASDAQ Global Market (NASDAQ) with the last day of trading on the NASDAQ August 1, 2007. A copy of the letter to U.S. shareholders and Creatives July 10, 2007 press release are attached as exhibits to this filing.
Exhibit 15.1
Creative Technology Ltd.s letter to U.S. shareholders
Exhibit 15.2
Press release of the Company dated July 10, 2007
Page 2
Exhibit 15.1
Creative Technology Ltd
July 5, 2007
Dear U.S. Shareholder,
On June 14, 2007, Creative Technology Ltd. issued a press release announcing our Companys intention to voluntarily delist from the NASDAQ Global Market (NASDAQ) with August 1, 2007 as the last day of trading on the NASDAQ and that the Company will continue with other steps necessary to facilitate the termination of its U.S. public reporting requirements. The Company will continue to maintain its primary listing on the Singapore Exchange Securities Trading Limited (SGX-ST or the Singapore Exchange). The delisting from NASDAQ will not affect the status of Creatives shares on the Singapore Exchange.
As we stated in the press release, the Directors of Creative believe it to be in the best interest of the Company and its shareholders for Creative to take the steps to seek to delist from NASDAQ and terminate its U.S. reporting obligations while maintaining its SGX-ST listing.
As we approach the August 1 date for our voluntary delisting from NASDAQ, we would like to provide you with some additional information as well as a copy of the June 14 press release.
You may continue to trade Creative Ordinary Shares on the NASDAQ through August 1, 2007. After August 1, 2007 you could sell your Creative Ordinary Shares on the Singapore Exchange after you transfer these shares from your U.S. brokerage account to an account with The Central Depository (Pte) Limited, the Securities Clearing and Depository division of the Singapore Exchange. You need to check with your U.S. broker to see if they can perform this function for you and explain the process, procedure and timeline to you. If your current broker cannot perform this function, you would need to select a broker who can. Many major U.S. brokers have these capabilities. Please check the Investor Relations section of Creatives website at www.us.creative.com/corporate/investor for further updates.
You can access pricing and other information on Creative on the Singapore Exchange at www.sgx.com. The stock is listed on the Singapore Exchange as Creative 50.
Sincerely yours,
SIM WONG HOO
Chairman and Chief Executive Officer
Creative Technology Ltd.
31 INTERNATIONAL BUSINESS PARK CREATIVE RESOURCE SINGAPORE 609921 TEL: (65) 6895 4000 FAX: (65) 6895 4999
WEBSITE: http://www.creative.com COMPANY REG NO. 198303359D
CREATIVE PRESS RELEASE ON JUNE 14, 2007
CONTACT INFORMATION:
USA: | Asia: | |
Phil OShaughnessy | Wynne Leong | |
(408) 546-6773 | (65) 6895-4120 | |
poshaughnessy@creative.com | wynne.leong@ctl.creative.com |
CREATIVE TECHNOLOGY ANNOUNCES ITS INTENTION TO VOLUNTARILY DELIST FROM NASDAQ
SINGAPORE June 14, 2007 Creative Technology Ltd. (NASDAQ: CREAF) today announced that the Company intends to voluntarily delist its Ordinary Shares from the NASDAQ Global Market (NASDAQ) with August 1, 2007 as the last day of trading on NASDAQ and will continue with other steps necessary to facilitate the termination of its U.S. public reporting obligations. The Companys current primary listing on the Singapore Exchange Securities Trading Limited (SGX-ST) would then become Creatives sole exchange listing. The delisting from NASDAQ would not affect the status of Creatives shares on the SGX-ST.
As part of this exercise to terminate its U.S. reporting obligations, Creative delivered notice today to NASDAQ that it intends to delist its Ordinary Shares. As disclosed in the notice, on or about July 23, 2007, Creative expects to file a notification of removal from listing on the NASDAQ with the United States Securities and Exchange Commission (the SEC). The withdrawal of the Ordinary Shares from listing should be effective 10 days after the filing of the notice on Form 25 with the SEC. Creative reserves the right to delay the filing of the Form 25 or withdraw the Form 25 for any reason prior to its effectiveness.
Creative currently intends to terminate its reporting obligations under the U.S. Securities Exchange Act of 1934 when it becomes eligible to do so, which will occur at the earliest twelve months after the delisting of its Ordinary Shares from NASDAQ and will occur only if Creative meets certain requirements under the Exchange Act.
Rationale for the Delisting from NASDAQ
Creative listed its shares on NASDAQ following a public offering in 1992. The primary listing on SGX-ST was added in 1994.
The administrative overhead and cost of the evolving and increasingly burdensome U.S. reporting obligations has become significant, especially for Creative, a Singapore company with dual primary listings particularly in relation to the limited benefit that Creative believes it presently derives from its NASDAQ listing. Over the past year, Creatives SGX-ST trading volume has significantly exceeded the Companys NASDAQ trading volume. Creatives NASDAQ daily trading volume has declined to a low level, representing about ten percent of the worldwide average daily trading volume of its shares on both the SGX-ST and NASDAQ over the past three months. Additionally, there has been a trend for Creatives shares to move from NASDAQ to SGX-ST, where the majority of its shares are currently registered. With the low trading volume and small number of Creatives shares on NASDAQ, and the accessibility of the SGX-ST to the U.S. shareholders, Creative believes the costs of maintaining its NASDAQ listing and continuing with its U.S. reporting obligations are no longer in the best interest of the Company and its shareholders.
For these reasons, and with the potential to substantially reduce administrative overhead and costs while retaining its listing on the SGX-ST (which is also accessible to U.S. shareholders), the Directors of Creative believe it to be in the best interest of the Company and its shareholders for Creative to take the steps to seek to delist from NASDAQ and terminate its U.S. reporting obligations while maintaining its SGX-ST listing.
Continued Listing on the SGX-ST
Delisting from NASDAQ will not affect the status of Creatives shares on the SGX-ST. After the intended delisting from NASDAQ, Creative would retain the listing of its Ordinary Shares on the SGX-ST. Creatives Ordinary Shares would continue to trade on the SGX-ST in Singapore, and Creatives U.S. shareholders would continue to have access to this trading market.
Following the termination of its U.S. reporting obligations, Creative will comply with the Continuing Listing Rules of SGX-ST. Creatives U.S. shareholders will continue to have electronic access to information Creative makes available publicly in Singapore in compliance with the SGX-ST requirements.
About Creative
Creative (NASDAQ: CREAF) is a worldwide leader in digital entertainment products. Famous for its Sound Blaster® audio cards and for launching the multimedia revolution, Creative is now driving digital entertainment on the PC platform with products like its highly acclaimed ZEN portable audio and media players. Creatives innovative hardware, proprietary technology, applications and services leverage the Internet, enabling consumers to experience high-quality digital entertainment anytime, anywhere.
Safe Harbor for Forward-Looking Statements Under The Private Securities Litigation Reform Act of 1995:
Except for the historical information contained herein, the matters set forth in this release are forward-looking statements and are subject to certain risks and uncertainties that could cause actual results to differ materially. Such risks and uncertainties include: Creatives ability to timely develop new products that gain market acceptance and to manage frequent product transitions; competitive pressures in the marketplace; Creatives ability to successfully integrate acquisitions; potential fluctuations in quarterly results due to the seasonality of Creatives business and the difficulty of projecting such fluctuations; possible disruption in commercial activities caused by factors outside of Creatives control, such as terrorism, armed conflict and labor disputes; a reduction in demand for computer systems, peripherals and related products, including Creatives products, as a result of poor economic conditions and social and political turmoil; the proliferation of sound functionality in new products from competitors at the application software, chip and operating system levels; the failure of cost-cutting measures to achieve anticipated cost reduction benefits; the continued deterioration of global equity markets; increased exposure to excess and obsolete inventory; Creatives reliance on sole sources for many of its chips and other key components; component shortages which may impact Creatives ability to meet customer demand; Creatives ability to protect its proprietary rights; a reduction or cancellation of sales orders for Creative products or other unexpected or unplanned events that
could cause Creative to miss its revenue guidance, operating expense projections or negatively impact its margins; accelerated declines in the average selling prices of Creatives products; the vulnerability of certain markets to current and future currency fluctuations; the effects of restricted fuel availability and rising costs of fuel; and fluctuations in the value and liquidity of Creatives investee companies; and the potential decrease in the trading volume and value of Creatives Ordinary Shares as a result of Creatives intended delisting from NASDAQ and termination of its US Exchange Act reporting obligations. For further information regarding the risks and uncertainties associated with Creatives business, please refer to information in its filings and reports, including those filed with or furnished to the SEC. Creative undertakes no obligation (and expressly disclaims any such obligation to) to update any forward-looking statement to conform the statement to actual results, new information, future events, changes in Creatives expectations or otherwise.
Exhibit 15.2
CONTACT INFORMATION:
USA: |
Asia: | |
Phil OShaughnessy |
Wynne Leong | |
(408) 546-6773 |
(65) 6895-4120 | |
poshaughnessy@creative.com |
wynne.leong@ctl.creative.com |
CREATIVE TECHNOLOGY CONTINUES PLANS FOR AUGUST 1
VOLUNTARY DELISTING FROM NASDAQ WITH
DISTRIBUTION OF LETTER TO SHAREHOLDERS
SINGAPORE July 10, 2007 Creative Technology Ltd. (NASDAQ: CREAF) today announced that the Company has sent a letter to shareholders in the U.S. regarding the Companys previously announced plan to voluntarily delist its Ordinary Shares from the NASDAQ Global Market (NASDAQ) with the last day of trading on the NASDAQ August 1, 2007.
As a follow on from the Companys previous announcement on the delisting, Creative sent a letter to shareholders to provide more information on how they can trade their shares on the Singapore Exchange Securities Trading Limited (SGX-ST or the Singapore Exchange) after August 1. The contents of the letter are as follows:
On June 14, 2007, Creative Technology Ltd. issued a press release announcing our Companys intention to voluntarily delist from the NASDAQ Global Market (NASDAQ) with August 1, 2007 as the last day of trading on the NASDAQ and that the Company will continue with other steps necessary to facilitate the termination of its U.S. public reporting requirements. The Company will continue to maintain its primary listing on the Singapore Exchange Securities Trading Limited (SGX-ST or the Singapore Exchange). The delisting from NASDAQ will not affect the status of Creatives shares on the Singapore Exchange.
As stated in the press release, the Directors of Creative believe it to be in the best interest of the Company and its shareholders for Creative to take the steps to seek to delist from NASDAQ and terminate its U.S. reporting obligations while maintaining its SGX-ST listing.
As we approach the August 1 date for our voluntary delisting from NASDAQ, we would like to provide you with some additional information as well as a copy of the June 14 press release.
You may continue to trade Creative Ordinary Shares on the NASDAQ through August 1, 2007. After August 1, 2007 you could sell your Creative Ordinary Shares on the Singapore Exchange after you transfer these shares from your U.S. brokerage account to an account with The Central Depository (Pte) Limited, the Securities Clearing and Depository division of the Singapore Exchange. You need to check with your U.S. broker to see if they can perform this function for you and explain the process, procedure and timeline to you. If your current broker cannot perform this function, you would need to select a broker who can. Many major U.S. brokers have these capabilities. Please check the Investor Relations section of Creatives website at www.us.creative.com/corporate/investor for any further updates.
You can access pricing and other information on Creative on the Singapore Exchange at www.sgx.com. The stock is listed on the Singapore Exchange as Creative 50.
About Creative
Creative (NASDAQ: CREAF) is a worldwide leader in digital entertainment products. Famous for its Sound Blaster® audio cards and for launching the multimedia revolution, Creative is now driving digital entertainment on the PC platform with products like its highly acclaimed ZEN portable audio and media players. Creatives innovative hardware, proprietary technology, applications and services leverage the Internet, enabling consumers to experience high-quality digital entertainment anytime, anywhere.
Safe Harbor for Forward-Looking Statements Under The Private Securities Litigation Reform Act of 1995:
Except for the historical information contained herein, the matters set forth in this release are forward-looking statements and are subject to certain risks and uncertainties that could cause actual results to differ materially. Such risks and uncertainties include: Creatives ability to timely develop new products that gain market acceptance and to manage frequent product transitions; competitive pressures in the marketplace; Creatives ability to successfully integrate acquisitions; potential fluctuations in quarterly results due to the seasonality of Creatives business and the difficulty of projecting such fluctuations; possible disruption in commercial activities caused by factors outside of Creatives control, such as terrorism, armed conflict and labor disputes; a reduction in demand for computer systems, peripherals and related products, including Creatives
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products, as a result of poor economic conditions and social and political turmoil; the proliferation of sound functionality in new products from competitors at the application software, chip and operating system levels; the failure of cost-cutting measures to achieve anticipated cost reduction benefits; the continued deterioration of global equity markets; increased exposure to excess and obsolete inventory; Creatives reliance on sole sources for many of its chips and other key components; component shortages which may impact Creatives ability to meet customer demand; Creatives ability to protect its proprietary rights; a reduction or cancellation of sales orders for Creative products or other unexpected or unplanned events that could cause Creative to miss its revenue guidance, operating expense projections or negatively impact its margins; accelerated declines in the average selling prices of Creatives products; the vulnerability of certain markets to current and future currency fluctuations; the effects of restricted fuel availability and rising costs of fuel; and fluctuations in the value and liquidity of Creatives investee companies; and the potential decrease in the trading volume and value of Creatives Ordinary Shares as a result of Creatives intended delisting from NASDAQ and termination of its US Exchange Act reporting obligations. For further information regarding the risks and uncertainties associated with Creatives business, please refer to information in its filings and reports, including those filed with or furnished to the SEC. Creative undertakes no obligation (and expressly disclaims any such obligation to) to update any forward-looking statement to conform the statement to actual results, new information, future events, changes in Creatives expectations or otherwise.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CREATIVE TECHNOLOGY LTD. |
[s] Ng Keh Long |
Ng Keh Long |
Chief Financial Officer |
Date: July 11, 2007 |