form8-k08112008.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): August
11, 2008
ClearOne
Communications, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Utah
(State or
Other Jurisdiction of Incorporation)
000-17219
|
|
87-0398877
|
(Commission
File Number)
|
|
(I.R.S.
employer
identification
number)
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5225 Wiley Post Way, Suite 500,
Salt Lake City, Utah
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|
84116
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(801)
975-7200
(Registrant’s
Telephone Number, Including Area Code)
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other
Events.
On August
11, 2008, ClearOne Communications, Inc. (the “Company”) issued a press release
attached hereto as Exhibit 99.1 and incorporated by reference. In the
press release, the Company announced that its Board of Directors had authorized
a tender offer to repurchase up to 2,000,000 of its shares at a price per share
of no less than $4.00 and no greater than $5.00 per share. The tender
offer will commence on or about August 18, 2008 and expire 20 business days
thereafter, unless extended.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit No.
|
Title of Document
|
Location
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99.1
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Press
Release dated August 11, 2008 captioned “ClearOne Announces Tender Offer
to Repurchase up to 2,000,000 Shares Representing 20% of Shares
Outstanding”
|
This
Filing
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SIGNATURES
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 hereunto
duly authorized.
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CLEARONE
COMMUNICATIONS, INC.
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Date: August
11, 2008
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By:
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/s/ Greg A. LeClaire
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Greg
A. LeClaire
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|
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Chief
Financial Officer
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2
pressrelease.htm
Contacts:
ClearOne Communications, Inc.
Investor
Relations
(801)
303-3555
CLEARONE
ANNOUNCES TENDER OFFER TO REPURCHASE UP TO 2,000,000 SHARES REPRESENTING 20% OF
SHARES OUTSTANDING
Salt Lake City, UT – August 11, 2008
– ClearOne Communications, Inc. (NASDAQ: CLRO) today announced that it
intends to repurchase up to 2,000,000 of its shares in a modified Dutch auction
tender offer at a price per share of no less than $4.00 and no greater than
$5.00 per share. If the offer is fully subscribed at the maximum per
share price of $5.00, the company’s outstanding shares would be reduced by
approximately 20% at an aggregate cost of approximately $10
million. The tender offer will commence on or about August 18, 2008,
and expire 20 business days thereafter, unless extended. The tender
offer will be financed from the company’s existing cash and
investments.
ClearOne’s
board of directors has approved the tender offer but neither the company nor its
board of directors is making any recommendation to shareholders as to whether to
tender or refrain from tendering their shares. Shareholders must
decide how many shares they will tender, if any, and at what purchase price(s)
their shares should be tendered.
This news
release is for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any shares of the company’s common
stock. The solicitation of offers to buy the company’s common stock
will only be made pursuant to the offer to purchase and related materials that
the company will be sending to its shareholders. Shareholders are
encouraged to carefully read the tender offer materials as they contain
important information, including various terms and conditions to the
offer. Shareholders can obtain the offer to purchase and related
materials at no charge at the SEC’s website at www.sec.gov, or by
contacting the company at the phone number listed above. Shareholders
are urged to carefully read these materials prior to making any decision with
respect to the offer.
About
ClearOne
ClearOne
is a communications solutions company that develops and sells audio conferencing
systems and other related products for audio, video, and web conferencing
applications. The reliability, flexibility, and performance of
ClearOne’s comprehensive solutions create a natural communications environment,
which saves organizations time and money by enabling more effective and
efficient communication. For more information, visit ClearOne’s
website at www.clearone.com.
This
release contains “forward-looking” statements that are based on present
circumstances and on ClearOne’s predictions with respect to events that have not
occurred, that may not occur, or that may occur with different consequences and
timing than those now assumed or anticipated. Such forward-looking
statements, including statements regarding the company’s ability to successfully
commercialize newer products and enter new markets, are not
guarantees of future performance or results and involve risks and uncertainties
that could cause actual events or results to differ materially from the events
or results described in the forward-looking statements. Such
forward-looking statements are made only as of the date of this release and
ClearOne assumes no obligation to update forward-looking statements to reflect
subsequent events or circumstances. Readers should not place undue
reliance on these forward-looking statements.
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