SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 22, 2003
ClearOne Communications, Inc.
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(Exact Name of Registrant as Specified in its Charter)
UTAH 0-17219 87-0398877
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
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)
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(Former Name or Former Address, if Changed Since Last Report)
Item 7(c).
Exhibit No. Description
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16.1 Letter dated Aug 7, 2003 from Ernst & Young LLP
to the Securities and Exchange Commission
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.
(The Registrant)
August 11, 2003 By: /s/George E. Claffey
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Its: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter dated Aug 7, 2003 from Ernst & Young LLP
to the Securities and Exchange Commission
EXHIBIT 16.1
ERNST & YOUNG Ernst & Young, LLP Phone: (801) 350-3300
Suite 800 Fax: (801) 350-3456
60 East South Temple www.ey.com
Salt Lake City, Utah 84111
EXHIBIT 16.1
August 7, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated July 25, 2003 of ClearOne Communications,
Inc. and believe it is not complete (and/or accurate) in certain respects. Our
comments are reflected below:
The date in the first sentence of the first paragraph of Item 4 on page 1 should
be changed to July 21, 2003.
The following should be added at the end of the second paragraph of Item 4 on
page 1:
However, on or about January 21, 2003, Ernst & Young advised the Company's
Audit Committee (through its designated representative) that the Securities
and Exchange Commission's complaint dated January 15, 2003 and other
information that had come to Ernst & Young's attention gave Ernst & Young
concern regarding the fairness or reliability of the Company's financial
statements for the two fiscal years ended June 30, 2002 and 2001, and that
such financial statements and Ernst & Young's reports thereon should not be
relied upon and needed to be withdrawn. Ernst & Young further informed the
Audit Committee's representative that a Company-issued press release
advising that Ernst & Young's audit reports should not be relied upon would
be a suitable substitute for Ernst & Young issuing a separate press release
to withdraw their reports. On January 22, 2003, the Company issued a press
release advising that the Company's financial statements and the auditor's
report included in the Company's 2002 Annual Report on Form 10-K should not
be relied upon for investment purposes. Accordingly, since January 22,
2003, Ernst & Young's audit opinions on the Company's financial statements
included in such Form 10-K (i.e., for the years ended June 30, 2002 and
2001) have been effectively withdrawn, and those financial statements are
therefore unaudited.
The following should be added at the end of the third paragraph of Item 4 on
page 2:
As described in the preceding paragraph, however, Ernst & Young's reports
on the annual financial statements included in the 2002 Annual Report on
Form 10-K have been withdrawn.
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
ERNST & YOUNG Ernst & Young, LLP
August 7, 2003
Securities and Exchange Commission Page 2
The following should be added at the end of the last sentence in the fourth
paragraph of Item 4 on page 2:
, except as follows: Ernst & Young advised the Company's Audit Committee
(through its designated representative) on or about January 21, 2003, that
in light of the allegations in the Securities and Exchange Commission's
complaint dated January 15, 2003 and other information that had come to
Ernst & Young's attention, Ernst & Young was unwilling to be associated
with the Company's previously-issued financial statements until a
sufficient investigation into those allegations had been performed and any
matters noted in the investigation appropriately resolved. The matters
giving rise to Ernst & Young's communication to the Company's Audit
Committee have not been resolved to Ernst & Young's satisfaction prior to
its dismissal.
We are in agreement with the statements contained in the penultimate paragraph
of Item 4 on page 2 therein.
We have no basis to agree or disagree with other statements of the registrant
contained therein.
/s/ ERNST & YOUNG LLP