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): July 5, 2000
Gentner Communications Corporation
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(Exact Name of Registrant as Specified in its Charter)
UTAH
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(State or Other Jurisdiction of Incorporation)
17219 87-0398877
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(Commission File Number) (I.R.S. Employer Identification No.)
1825 Research Way, Salt Lake City, Utah 84119
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(Address of Principal Executive Offices) (Zip Code)
(801) 975-7200
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN REPORT
Item 2. Acquisition or Disposition of Assets.
On July 5, 2000, pursuant to the "Asset Purchase Agreement" dated July
5, 2000, Gentner Communications Corporation (the "Registrant") purchased
substantially all of the assets of ClearOne, Inc. (Woburn, Mass.), a
privately-held developer and manufacturer of multimedia group communications
products.
The Registrant will account for the acquisition of these assets under
the purchase method of accounting. The assets were acquired with $1.7 million in
cash and 129,872 shares of the Registrant's restricted stock. The cash purchase
price was paid from the Registrant's general working capital. The total value of
consideration paid for the assets was determined based on arm's length
negotiations between the Registrant and ClearOne, which took into account
ClearOne's financial position, operating history, products, intellectual
property and other factors relating to ClearOne's business. There are no
material relationships between ClearOne and the Registrant prior to completion
of this transaction.
The assets purchased were used in the development and support of
ClearOne's component technology products for both audio and video
teleconferencing applications. The Registrant currently intends to use such
assets in substantially the same manner. The Registrant will retain ClearOne's
facilities in Woburn, MA.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired
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It is impractical for Registrant to file the required financial
statements at this time. Registrant intends to file with the Securities
and Exchange Commission such financial statements within 60 days of the
filing date of this report.
(b) Pro Forma Financial Information
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See response to Item 7(a).
(c) Exhibits
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See response to Item 7(a).
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.
Gentner Communications Corp.
(the Registrant)
By: /s/ Susie Strohm
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Susie Strohm
Vice President, Finance
(Duly authorized Officer and Principal
Financial and Accounting Officer)
Dated: July 20, 2000