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): October
6, 2006
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)
|
(IRS
Employer Identification No.)
|
|
1825
Research Way,
Salt
Lake City, Utah
|
84119
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(801)
975-7200
(Registrant’s
Telephone Number, Including Zip 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))
1
Item
4.01. CHANGES
IN REGISTRANT’S CERTIFYING ACCOUNTANT
On
October 6, 2006 the Audit Committee of the Board of Directors of ClearOne
Communications Inc. (“CLRO” or “Company”) decided to engage Jones Simkins PC,
Logan, Utah as independent principal accountant and auditor to report on the
Company’s financial statements for the fiscal year ended June 30, 2007,
including performing the required quarterly reviews.
In
conjunction with the new engagement, the Company will discontinue the services
of Hansen, Barnett & Maxell, Salt Lake City, Utah, as CLRO’s principal
accountant. Hansen, Barnett & Maxwell has served the Company well during the
past two years. Under Item 304 of Regulation S-K, the reason for the auditor
change is dismissal, not resignation nor declining to stand for
re-election.
The
report of Hansen Barnett & Maxwell on CLRO’s financial statements during the
two most recent fiscal years ended June 30, 2006 and 2005 did not contain an
adverse opinion or disclaimer of opinion and was not qualified or modified
as to
uncertainty, audit scope or accounting principles.
There
were no reportable events (as defined in the Regulation S-K Item 304(a)(1)(v))
in connection with the Company’s two most recent fiscal year audits, except that
Hansen Barnett & Maxwell reported in a letter to the Company’s Audit
Committee, dated August 30, 2006, that it had identified a deficiency that
existed in the design or operation of the Company’s internal control over
financial reporting that it considered to be a “material weakness.” This
material weakness in the Company’s internal controls related to an ineffective
financial statement close process, whereas the timeliness of the monthly close
process was ineffective to allow a timely financial statement close. CLRO
accounting personnel had not been able to focus full attention to correcting
this weakness due to their focus on the preparation, audit, and issuance for
the
restated fiscal 2001, restated fiscal 2002, and fiscal 2003, 2004, and 2005
consolidated financial statements as well as the interim fiscal 2006 condensed
consolidated financial statements. However, now that the Company is current
on
all of its filings the Company expects to have a timely financial statement
closing process. The Company has disclosed this material weakness in its Form
10-K filing for the fiscal year ended June 30, 2006. The Company has authorized
Hansen, Barnett & Maxwell to respond fully to any inquiries by Jones Simkins
PC regarding significant deficiencies or material weaknesses in internal
controls. Additional effort is needed to fully remedy this material weakness
and
the Company’s Audit Committee will continue to work with the Company’s
management and outside advisors with the goal to implement internal controls
over financial reporting that are adequate and effective.
CLRO
has
provided Hansen Barnett & Maxwell with a copy of the foregoing disclosure. A
letter addressed to the SEC by Hansen Barnett & Maxwell stating that the
former audit firm agrees with the above statements made by the Company is
attached as an exhibit.
No
consultations occurred between CLRO and Jones Simkins during the two most recent
fiscal years and any subsequent interim period prior to Jones Simkins'
appointment regarding either (i) the application of accounting principles to
a
specific completed or contemplated transaction, the type of audit opinion that
might be rendered on CLRO’s financial statements, or other information provided
that was considered by the Company in reaching a decision as to an accounting,
auditing, or financial reporting issue, or (ii) any matter that was the subject
of disagreement or a reportable event requiring disclosure under Item
304(a)(1)(v) of Regulation S-K.
2
Item
7. Exhibits.
(d) Exhibits.
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Exhibit
No.
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Title
of Document
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Location
|
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16.1
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Letter
of Hansen Barnett & Maxwell regarding change in certifying
accountant.
|
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.
|
CLEARONE
COMMUNICATIONS, INC.
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|||
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Date:
October 10, 2006
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By:
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/s/
Zeynep Hakimoglu
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Zeynep
Hakimoglu
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|||
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President
and Chief Executive Officer
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|||
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Date:
October 10, 2006
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By:
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/s/
Greg A. LeClaire
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|
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Greg
A. LeClaire
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|||
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Vice
President of Finance and Principal Financial & Accounting
Officer
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|||
3
Exhibit
16.1
October
10, 2006
Securities
& Exchange Commission
Washington
D.C. 20549
Ladies
and Gentlemen,
We
have
read the statements included under Item 4.01, Changes
in Registrant’s Certifying Accountant, in
the
Form 8-K dated October 6, 2006, of ClearOne Communications Inc. to be filed
with
the Securities and Exchange Commission and are in agreement with the statements
therein insofar as they relate to our firm. We are not in a position to agree
or
disagree with the statements in Item 4.01 regarding the engagement of Jones
Simkins PC.
/s/ Hansen,
Barnett & Maxwell
HANSEN,
BARNETT & MAXWELL