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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16.2 Letter dated October 13, 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)
October 15, 2003 By: /s/George E. Claffey
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Its: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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16.2 Letter dated October 13, 2003 from Ernst & Young LLP
to the Securities and Exchange Commission
EXHIBIT 16.2
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 16.2
October 13, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K/A dated September 30, 2003 of ClearOne
Communications, Inc. and believe it is not complete in certain respects. Our
comments with respect to lack of completeness, as well as our other
observations, are reflected below:
We are in agreement with the statements contained in the first sentence of the
first paragraph of Item 4 on page 2 therein.
We are in agreement with the statements contained in the second paragraph of
Item 4 on page 2 therein, except the following should be added at the end of the
paragraph to make it complete:
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.
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
ERNST & YOUNG Ernst & Young, LLP
We are in agreement with the statements contained in the third paragraph of Item
4 on page 2 therein, except the following should be added at the end of the
paragraph to make it complete:
As described in the preceeding paragraph, however, Ernst & Young's reports
on the annual financial statements included in the 2002 Annual Report on
Form 10-K have been withdrawn.
We are in agreement with the statements contained in the fourth paragraph,
including the sub-paragraphs within the fourth paragraph, of Item 4 on page 2
therein, except:
(i) the following should be added at the end of the first sub-paragraph to make
it complete:
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
previously-issued financial statements until a sufficient investigation
into those allegations had been performed and any matters noted in the
investigation appropriately resolved.
and,
(ii) We have no basis to agree or disagree with the statement contained in the
last sentence of the third sub-paragraph registrant ("and, except as described
above, has been unable to corroborate such statements by Ernst & Young").
We are in agreement with the statements contained in the fifth 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