IEC IEC Electronics Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 5)

IEC Electronics Corp.

(Name of Subject Company (Issuer))

CTI Acquisition Corp.

(Offeror)

a direct, wholly-owned subsidiary of

Creation Technologies International Inc.

(Parent of Offeror)

Alan E. Goldberg

(Other Person)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, par value $0.01 per share

(Title of Class of Securities)

44949L105

(CUSIP Number of Class of Securities)

James W. Hackett, Jr.

General Counsel and Head of Acquisitions

Creation Technologies Inc.

One Beacon Street

Boston, Massachusetts 02108

Telephone: (877) 734-7456

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

William P. Gelnaw, Jr.

John R. Pitfield

Choate, Hall & Stewart LLP

Two International Place

Boston, Massachusetts 02110

(617) 248-5000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, the “Schedule TO”) filed with the Securities and Exchange Commission (the “SEC”) by CTI Acquisition Corp., a Delaware corporation (the “Offeror”), Creation Technologies International Inc., a Delaware corporation (“Parent”), and Alan E. Goldberg (“Mr. Goldberg”), an individual affiliated with certain private equity funds managed by Goldberg Lindsay & Co. LLC, some of which are the beneficial owners of a controlling interest in Parent and Offeror. The Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding shares (“Shares”) of common stock, par value $0.01 per share (the “Common Stock”) of IEC Electronics Corp., a Delaware corporation (the “Company”) at a purchase price of $15.35 per Share (the “Offer Price”), in cash, net of applicable withholding, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 26, 2021 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the “Offer”), copies of which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in the Schedule TO and is supplemented by the information specifically provided in the Schedule TO. The Agreement and Plan of Merger, dated as of August 12, 2021, by and among Parent, the Offeror, Creation Technologies Inc., a Delaware corporation (“Guarantor”) and the Company (as it may be amended from time to time, the “Merger Agreement”), a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of the Schedule TO. Unless otherwise indicated, any references to sections in this Schedule TO are references to sections of the Offer to Purchase.

This Amendment No. 5 is being filed to amend and supplement Item 11 of the Schedule TO as reflected below.

Section 15 – “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented by amending and restating the first paragraph under the sub-heading captioned “Litigation” to read in its entirety as follows:

On August 30, 2021, a lawsuit was filed against the Company and the members of the Company’s board of directors in the United States District Court for the District of Delaware (the “District Court”), captioned Shiva Stein v. IEC Electronics Corp. et al. (No. 1:21-cv-01253-CFC) (the “Stein Complaint”). On August 31, 2021, a lawsuit was filed against the Company, members of the Company’s board of directors, Offeror, Parent and Guarantor in the District Court, captioned Alex Ciccotelli v. IEC Electronics Corp. et al. (No. 1:21-cv-01255-CFC) (the “Ciccotelli Complaint”). On September 2, 2021, a lawsuit was filed against the Company and members of the Company’s board of directors in the District Court, captioned Shawn Strickland v. IEC Electronics Corp. et al. (No. 1:21-cv-01266-CFC) (the “Strickland Complaint”). On September 3, 2021, a

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lawsuit was filed against the Company and members of the Company’s board of directors in the United States District Court for the Southern District of New York (“SDNY Court”), captioned Jordan Wilson v. IEC Electronics Corp. et al. (No. 1:21-cv-07411-DLC) (the “Wilson Complaint”). Also on September 3, 2021, a lawsuit was filed against the Company and members of the Company’s board of directors in the United States District Court for the Eastern District of Pennsylvania, captioned Jeffrey D. Justice, II v. IEC Electronics Corp. et al. (No. 2:21-cv-03960-BMS) (the “Justice Complaint”). On September 4, 2021, a lawsuit was filed against the Company and members of the Company’s board of directors in the SDNY Court, captioned Allison Martin v. IEC Electronics Corp. et al. (No. 1:21-cv-07442-DLC) (the “Martin Complaint”). On September 9, 2021, a lawsuit was filed against the Company and members of the Company’s board of directors in the District Court, captioned Christopher Taylor v. IEC Electronics Corp. et al. (No. 1:21-cv-01283-CFC) (the “Taylor Complaint”). On September 10, 2021, a lawsuit was filed against the Company and members of the Company’s board of directors in the SDNY Court, captioned Robert Grosjean-Schultz v. IEC Electronics Corp. et al. (No. 1:21-cv-07592-VEC) (the “Grosjean-Schultz Complaint”). Also on September 10, 2021, a lawsuit was filed against the Company and members of the Company’s board of directors in the United States District Court for the Eastern District of New York, captioned Cynthia Ostrander v. IEC Electronics Corp. et al. (No. 1:21-cv-05064-BMC) (the “Ostrander Complaint” and, collectively with the Stein Complaint, the Ciccotelli Complaint, the Strickland Complaint, the Wilson Complaint, the Justice Complaint, the Martin Complaint, the Taylor Complaint and the Grosjean-Schultz Complaint, the “Complaints”). The Complaints generally allege, among other things, that the Company and the members of the Company’s board of directors violated Section 14 of the Exchange Act and Rule 14d-9 promulgated thereunder by issuing a Schedule 14D-9 that was materially misleading and omitted material facts related to the transactions contemplated in the Merger Agreement. The Complaints also allege that the members of the Company’s board of directors violated Section 20(a) of the Exchange Act, as controlling persons who had the ability to prevent the Schedule 14D-9 from being materially false and misleading. The Ciccotelli Complaint and the Martin Complaint assert that the Offeror, Parent, Guarantor and the members of the Company’s board of directors are also controlling persons with the ability to prevent the Schedule 14D-9 from being materially false and misleading. The Complaints seek, among other things, an injunction against the consummation of the transactions contemplated in the Merger Agreement, rescission or an award of rescissory damages in the event such transactions are consummated, and an award of costs for the actions, including reasonable attorneys’ and experts’ fees.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated September 27, 2021

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