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
30, 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)
|
(I.R.S.
employer
identification
number)
|
|
1825
Research Way, Salt Lake City, Utah
|
84119
|
|
|
(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))
1
Item
8.01. Other
Events.
On
October 30, 2006, 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 2,353,000 of its shares at a price of $4.25
per share. The tender offer will commence on or about November 6, 2006 and
expire 20 business days thereafter, unless extended.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No.
|
Title
of Document
|
Location
|
|
99.1
|
Press
Release dated October 30, 2006 captioned “ClearOne Offers to Repurchase up
to 2.4 Million Shares, at $4.25 per share, Representing 19% of Shares
Outstanding.”
|
This
Filing
|
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.
|
||
|
Date:
October 30, 2006
|
By:
|
/s/
Greg A. LeClaire
|
|
Greg
A. LeClaire
|
||
|
Vice
President of Finance
|
||
2
Contacts:
ClearOne
Communications, Inc.
Investor
Relations
(801)
303-3555
Robert
Jaffe
PondelWilkinson
Inc.
(310)
279-5980
CLEARONE
OFFERS TO REPURCHASE UP TO 2.4 MILLION SHARES, AT $4.25 PER SHARE, REPRESENTING
19% OF SHARES OUTSTANDING
Salt
Lake City, UT - October 30, 2006 - ClearOne
Communications, Inc. (OTC: CLRO.OB) today announced that it intends to
repurchase up to 2,353,000 of its shares at a price of $4.25 per share,
representing a premium of approximately 33% based on the average closing price
over the last 12 months. If the offer is fully subscribed, the company’s
outstanding shares would be reduced by approximately 19% at an aggregate cost
of
approximately $10 million. The tender offer will commence on or about November
6, 2006 and expire 20 business days thereafter, unless extended. The tender
offer will be financed from the company’s existing cash and short term
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.
“This
tender offer demonstrates our confidence in our future prospects and represents
an efficient return of capital to our shareholders,” said Zee Hakimoglu,
president and chief executive officer of ClearOne.
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 out 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 free at the SEC’s website at www.sec.gov,
or by
contacting the company at any of the phone numbers 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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