UNITED
STATES
SECURITIES
AND
EXCHANGE
COMMISSION
Washington
,
D.C.
20549
Schedule
14D-9
SOLICITATION/
RECOMMENDATION
STATEMENT
UNDER
SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
Audible,
Inc.
(Name
of Subject Company)
Audible,
Inc.
(Name
of Person(s) Filing
Statement)
COMMON
STOCK, PAR VALUE $0.01 PER
SHARE
(Title
of Class of
Securities)
05069A302
(CUSIP
Number of Class of
Securities)
Donald
R. Katz
Chief
Executive Officer
Audible,
Inc.
1
Washington Park - 16th Floor
Newark,
New Jersey 07102-3116
(973)
820-0400
(Name,
address and telephone
number of person authorized to receive
notices
and communications on behalf of
person(s) filing statement)
with
copies to:
Edwin
M.
Martin, Jr., Esq.
Nancy
A. Spangler, Esq.
John
E. Depke, Esq.
DLA
Piper
US
LLP
1251
Avenue of the Americas
New
York, New York 10020-1104
|
x
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Check
the box if the filing
relates solely to preliminary communications made before the commencement
of a tender offer.
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Presentation
to Audible Employees
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§
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The
tender offer documents will be filed by Amazon.com with the SEC
next week
and will also be sent to Audible stockholders. The process to closing
is
anticipated to take a month or two, but could take longer. You’ll also see
the information statement that we will file supporting the tender
offer.
If you are an Audible Stockholder, you will need to read these
documents
carefully.
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§
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This
transaction will be a “change of control”, which means that half of your
unvested RSU’s will vest, and at the close of the transaction, you will
receive a payment equal to their value calculated at $11.50 per
share. The unvested portion of your RSU’s will convert into
RSU’s for Amazon stock, based upon the average price of Amazon stock
for
the five trading days prior to the closing of our deal.
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§
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Half
of your unvested options will also vest on the change of control,
and your
unexercised options will be converted into options to purchase
Amazon
stock, based upon the same fivetrading day average price.
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§
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Your
current vesting schedule (and other terms and conditions) will
be
maintained on RSUs and Options.
|
This
information is neither an offer to purchase nor a solicitation of an offer
to
sell securities. The tender offer for the outstanding shares of Audible,
Inc.
common stock has not commenced. At the time the offer is commenced, AZBC
Holdings, Inc., a wholly owned subsidiary of Amazon.com, Inc., will file
a
tender offer statement on Schedule TO with the Securities and Exchange
Commission and the Company will file a solicitation/ recommendation statement
on
Schedule 14D-9 with respect to the tender offer. The tender offer statement
(including an offer to purchase, a related letter of transmittal and other
offer
documents) and the solicitation/recommendation statement will contain important
information that should be read carefully before any decision is made with
respect to the tender offer. Those materials will be made available to the
Company’s security holders at no expense to them. In addition, all of those
materials (and all other offer documents filed with the SEC) will be available
at no charge on the SEC’s website at
www.sec.gov
.