þ
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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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£
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Utah
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87-0398877
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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Securities
registered under Section 12(b) of the Act:
Title
of each class
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value
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The
NASDAQ Capital Market
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Larger
Accelerated Filer ¨
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Accelerated
Filer ¨
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Non-Accelerated
Filer þ
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Smaller
Reporting Company ¨
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(1)
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pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our
assets;
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(2)
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provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being
made only in accordance with authorizations of our management and
directors; and
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(3)
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provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could
have a material effect on our financial
statements.
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Exhibit
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||
No.
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Title of Document
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Location
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31.1
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Section
302 Certification of Chief Executive Officer
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This
filing
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31.2
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Section
302 Certification of Chief Financial Officer
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This
filing
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32.1
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Section
906 Certification of Chief Executive Officer
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This
filing
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32.2
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Section 906
Certification of Chief Financial Officer
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This
filing
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CLEARONE
COMMUNICATIONS, INC.
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||
October
14, 2008
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By:
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/s/ Zeynep Hakimoglu
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Zeynep
Hakimoglu
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President,
Chief Executive Officer, and
Chairman
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Signature
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Title
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Date
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/s/ Zeynep Hakimoglu
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President,
Chief Executive Officer, and Chairman
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October
14, 2008
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||
Zeynep
Hakimoglu
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(Principal
Executive Officer)
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|||
/s/ Greg A. LeClaire
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Chief
Financial Officer
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October
14, 2008
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||
Greg
A. LeClaire
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(Principal
Financial and Accounting Officer)
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|||
/s/ Brad R. Baldwin
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Director
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October
14, 2008
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||
Brad
R. Baldwin
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||||
/s/ Larry R. Hendricks
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Director
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October
14, 2008
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Larry
R. Hendricks
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||||
/s/ Scott M. Huntsman
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Director
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October
14, 2008
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Scott
M. Huntsman
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4.
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The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
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a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c)
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Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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d)
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Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
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5.
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The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
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a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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Date: October
14, 2008
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By:
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/s/ Zeynep Hakimoglu
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Zeynep
Hakimoglu
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||
President,
Chief Executive Officer and
Chairman
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2.
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Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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3.
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
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4.
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The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
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b)
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Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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c)
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Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
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d)
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Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting.
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5.
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The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
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a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
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b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
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Date:
October 14, 2008
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By:
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/s/ Greg A. LeClaire
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Greg
A LeClaire
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||
Chief
Financial Officer
(Principal
Financial and Accounting
Officer)
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Date: October
14, 2008
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By:
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/s/ Zeynep Hakimoglu
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Zeynep
Hakimoglu
|
||
President,
Chief Executive Officer and Chairman
(Principal
Executive Officer)
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Date: October
14, 2008
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By:
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/s/ Greg A. LeClaire
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Greg
A. LeClaire
|
||
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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