UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________________________________________
SCHEDULE
TO
(Amendment
No. 1)
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities
Exchange Act of 1934
___________________________________________________
CLEARONE
COMMUNICATIONS, INC.
(Name of
Subject Company (Issuer))
CLEARONE
COMMUNICATIONS, INC.
(Name of
Filing Persons (Issuer))
Common
Stock, $0.001 Par Value
(Title of
Class of Securities)
185060100
(CUSIP
Number of Class of Securities)
Greg
A. LeClaire
Chief
Financial Officer
ClearOne
Communications, Inc.
5225
Wiley Post Way, Suite 500
Salt
Lake City, Utah 84116
(801)
975-7200
(Name,
address, and telephone numbers of person authorized to receive
notices
and communications on behalf of filing persons)
CALCULATION
OF FILING FEE
|
Transaction
Valuation*
|
Amount
of Filing Fee**
|
|
$10,000,000
|
$393
|
|
*
|
Calculated
solely for the purpose of determining the amount of the filing fee, based
on the purchase of 2,000,000 shares of Common Stock, par value $.001, at
the maximum tender offer price of $5.00 per
share.
|
|
**
|
Calculated
at $39.30 per $1,000,000 of the Transaction
Valuation.
|
|
x
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
|
|
Amount
Previously Paid:
|
$393
|
|
Form
or Registration No.:
|
Schedule
TO
|
|
Filing
Party:
|
ClearOne
Communications, Inc.
|
|
Date
Filed:
|
August
18, 2008
|
|
¨
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
Check the
appropriate boxes below to designate any transaction to which the statement
relates:
|
¨
|
third-party
tender offer subject to Rule 14d-1.
|
|
x
|
issuer
tender offer subject to Rule 13e-4.
|
|
¨
|
going-private
transaction subject to Rule 13e-3.
|
|
¨
|
amendment
to Schedule 13D under Rule 13d-2.
|
Check the
following box if the filing is a final amendment reporting the results of the
tender offer: ¨
INTRODUCTION
This
Amendment No. 1 (this “Amendment”) amends the Schedule TO originally filed with
the Securities and Exchange Commission on August 18, 2008, by ClearOne
Communications, Inc.,(the “Company”), relating to the offer by the Company to
purchase up to 2,000,000 shares of its common stock, par value $0.001 per share,
at a price not greater than $5.00 nor less than $4.00 per share, net to the
seller in cash, less any applicable withholding taxes and without interest, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
August 18, 2008 (the “Offer to Purchase”), and in the Letter of Transmittal (the
“Letter of Transmittal”) (which, together with any supplements and amendments
thereto, collectively constitute the “Tender Offer”).
The
information in the Tender Offer, including all schedules thereto, which was
previously filed with the Schedule TO, is hereby expressly incorporated by
reference into this Amendment, except that such information is hereby amended to
the extent specifically provided herein.
The Offer
to Purchase is hereby amended as follows:
|
(1)
|
In
Section 1of the Offer to Purchase the third paragraph will be replaced
with:
|
We will
pay the Purchase Price for all Shares validly tendered prior to the Expiration
Date, upon the terms and subject to the conditions of the Tender Offer, the
procedure pursuant to which Shares will be accepted for payment and the
proration provisions. All Shares tendered and not purchased pursuant
to the Tender Offer, including Shares not purchased because of proration, will
be promptly returned to the tendering shareholders following the Expiration Date
at the Company’s expense. We reserve the right, in our sole
discretion, to purchase more than 2,000,000 Shares pursuant to the Tender
Offer. See Section 14.
|
(2)
|
Section
8 of the Offer to Purchase will be replaced with the
following:
|
In the
event the maximum of 2,000,000 shares are tendered in the Tender Offer at the
maximum purchase price of $5.00 per share, the aggregate purchase price will be
approximately $10 million. We anticipate that we will pay for a
majority of the shares tendered in the Tender Offer, as well as paying related
fees and expenses, from our cash and investments. We may also use all or a
portion of a margin loan established with UBS Financial Services, Inc. to pay
for shares tendered, however, we will only need such proceeds in the event the
Tender Offer is fully subscribed. If drawn upon, the loan with UBS
will be a $3,870,000 demand margin loan, which will bear interest at a rate
based on the 30-day LIBOR rate plus 25 basis points. The interest
rate will be subject to change at any time in the sole discretion of UBS. To
secure our obligations under the loan with UBS, we have pledged our auction rate
securities as collateral . We will pay monthly interest payments to
UBS, however, no interest payments will be due if a minimum equity ratio (as
determined by UBS) is maintained in our collateral accounts. If the
value of the auction rate securities declines below the minimum equity ratio
determined by UBS, we may be required to pledge additional collateral as
security for the loan, sell the auction rate securities, or otherwise repay the
outstanding principal balance. The UBS loan will be due on
demand.
|
(3)
|
Item
12 of the Schedule TO is hereby amended by adding the following
exhibits:
|
|
(b)
(A)
|
Margin
Loan Agreement, dated September 10, 2008, between ClearOne Communications,
Inc. and UBS Financial Services, Inc.
(4)
|
- 1
- -
SIGNATURE
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.
|
CLEARONE
COMMUNICATIONS, INC.
|
|
|
By: /s/ Greg A.
LeClaire
|
|
|
Greg
A. LeClaire
|
|
|
Chief
Financial Officer
|
Item
12. Exhibits.
|
Exhibit
Number
|
Description
|
|
|
(a)(1)(A)*
|
Offer
to Purchase, dated August 18, 2008
|
|
|
(a)(1)(B)*
|
Letter
of Transmittal
|
|
|
(a)(1)(C)*
|
Notice
of Guaranteed Delivery
|
|
|
(a)(1)(D)*
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
|
|
|
(a)(1)(E)*
|
Letter
to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees
|
|
|
(a)(1)(F)*
|
Letter
to Shareholders
|
|
|
(a)(2)
|
Not
applicable
|
|
|
(a)(3)
|
Not
applicable
|
|
|
(a)(4)
|
Not
applicable
|
|
|
(a)(5)(A)*
|
Advertisement/Press
Release, dated August 11, 2008
|
|
|
(b)
(A)
|
Margin
Loan Agreement, dated September 10, 2008, between ClearOne Communications,
Inc. and UBS Financial Services, Inc. (4)
|
|
|
(c)
|
Not
applicable
|
|
|
(d)
|
ClearOne
Communications, Inc. 2007 Equity Incentive Plan (1)
|
|
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(d)
|
ClearOne
Communications, Inc. 1998 Stock Option Plan (2)
|
|
|
(d)
|
ClearOne
Communications, Inc. 1997 Employee Stock Purchase Plan
(3)
|
|
|
(e)
|
Not
applicable
|
|
|
(f)
|
Not
applicable
|
|
|
(g)
|
Not
applicable
|
|
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(h)
|
Not
applicable
|
______________________
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*
|
Previously
filed with Schedule TO on August 18,
2008
|
|
(1)
|
Incorporated
by reference to Exhibit 4.7 of the Company’s Registration Statement on
Form S-8 filed January 22, 2008 (File No.
333-148789).
|
|
(2)
|
Incorporated
by reference to Exhibit 4.8 of the Company’s Registration Statement on
Form S-8 filed October 6, 2006 (File No.
333-137859).
|
|
(3)
|
Incorporated
by reference to Exhibit 4.9 of the Company’s Registration Statement on
Form S-8 filed October 6, 2006 (File No.
333-137859).
|
|
(4)
|
Incorporated
by reference to Exhibit 10.20 of the Company’s report on Form 8-K filed
September 11, 2008.
|