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

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 Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) is being filed 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. This 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 this 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 this Schedule TO and is supplemented by the information specifically provided in this 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 this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.

The information set forth in the section entitled “Summary Term Sheet” of the Offer to Purchase is incorporated herein by reference.

(a)    The name of the subject company and the issuer of the securities to which this Schedule TO relates is IEC Electronics Corp., a Delaware corporation. The Company’s principal executive offices are located at 328 Silver Hill Road, Newark, New York 14513. The Company’s telephone number is (315) 331-7742.

(b)    This Schedule TO relates to the outstanding Shares. The Company has advised Offeror and Parent that, as of August 20, 2021 (the most recent practicable date) 10,667,587 Shares were issued and outstanding.

(c)    The information set forth in Section 6 (entitled “Price Range of Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference.

(a) - (c) This Schedule TO is filed by Offeror, Parent and Mr. Goldberg. The information set forth in Section 9 (entitled “Certain Information Concerning the Offeror, Parent and Mr. Goldberg”) of the Offer to Purchase and Schedule A to the Offer to Purchase is incorporated herein by reference.

a(1)(i) - (viii), (xii), a(2)(i) - (iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(a)(1)(ix) - (xi), (a)(2)(v) - (vi) Not applicable.

(a), (b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

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(a), (c)(1) - (7) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(a), (d) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(b) Not applicable.

(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

Not applicable.

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a(1) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

a(2) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

a(3) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

a(4) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

a(5) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(c) The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

5

Not applicable.

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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 August 26, 2021

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