UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________________________________________
SCHEDULE
TO
(Amendment
No. 2)
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. 2 (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 and annexes 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.
Item 11
of the Schedule TO is hereby amended and supplemented by adding the
following:
On
September 17, 2008, the Company issued a press release announcing the
preliminary results of the Tender Offer, which expired at 12:00 midnight,
Eastern time, on September 16, 2008. A copy of the press release is filed as
Exhibit (a)(5)(B) to this Schedule TO and is incorporated herein by
reference.
Item 12
of the Schedule TO is hereby amended by adding the following
exhibit:
|
(a)(5)(B)
|
Press
Release, dated September 17, 2008, announcing preliminary results of the
Tender Offer
|
- 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
|
|
|
Advertisement/Press
Release announcing preliminary results of the Tender Offer, dated
September 17, 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)
|
|
|
(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
|
|
|
(h)
|
Not
applicable
|
______________________
|
*
|
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 10, 2008.
|
EXHIBIT
(a)(5)(B)
CLRO
LOGO
PRESS
RELEASE
|
Contacts:
|
ClearOne
Communications, Inc.
|
|
|
Investor
Relations
|
||
|
(801)
303-3555
|
CLEARONE
ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER
Salt Lake City, UT –September 17,
2008 – ClearOne (NASDAQ: CLRO) today announced the preliminary results of
its modified Dutch auction tender offer, which expired at 12:00 midnight,
Eastern Time, on Tuesday, September 16, 2008.
Based on
the preliminary count by the depositary for the tender offer, ClearOne expects
to acquire approximately 1,344,000 shares of its common stock at a price of
$5.00 per share for a total cost of approximately $6.8 million. These shares
represent approximately 13 percent of the shares outstanding. Final results for
the tender offer will be determined subject to confirmation by the depositary of
the proper delivery of the shares validly tendered and not
withdrawn. The actual number of shares to be purchased will be
announced following the completion of the confirmation
process. Payment for the shares accepted for purchase will occur
promptly thereafter.
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.