Audible Inc - Written communication by the subject company relating to a third party tender offer (SC14D9C)
06 Febrero 2008 - 4:07PM
Edgar (US Regulatory)
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
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
STOCKHOLDER COMMUNICATIONS
Thursday, January 31, 2008
Dear Stockholder:
Thank you again for your interest in Audible.com. To answer your question, Audible will continue to operate as an independent company, but as a subsidiary of Amazon. Currently, the two companies have a merchandising relationship, and
we believe that creating a tighter integration will be good for both content providers and customers. This acquisition by Amazon will allow better integration and faster innovation, ultimately benefiting both content providers and customers. As
always, our focus and dedication to our customers and shareholders remains the same, and we expect, will expand with our association with Amazon.
Kind
regards,
Lois E. Puttbach
Executive Assistant to
CEOs Office
Dear Stockholder:
Thank you for your
email. We very much appreciate your interest in and concern about Audible.com, although we regret you dont share our enthusiasm for our new relationship with Amazon.com. Amazon and Audible have a long-standing merchandising
relationship, and we believe that creating a tighter integration will be good for both content providers and customers. This acquisition will allow better integration and faster innovation, ultimately benefiting our shareholders as well.
Audible.com will file documents with the SEC providing the boards recommendation to shareholders with respect to the offer. These documents
will be mailed to our shareholders, and shareholders will have at least 20 business days to tender their shares.
Again, thank you for your interest in
Audible.com.
Regards,
Lois E. Puttbach
Executive Assistant to CEOs Office
Important
Information
:
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 Companys
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 SECs website at
www.sec.gov
.
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