SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported):
September 30, 2005
ClearOne
Communications, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Utah
(State
or
Other Jurisdiction of Incorporation)
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0-17219
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87-0398877
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|
(Commission
File Number)
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(IRS
Employer Identification No.)
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1825
Research Way,
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|
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Salt
Lake City, Utah
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84119
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(801)
975-7200
(Registrant’s
Telephone Number, Including Zip Code)
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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|
o
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Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
3.02
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Unregistered
Sales of Equity Securities
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As
previously reported, on June 30, 2003, a consolidated complaint was filed
against ClearOne Communications, Inc. (the “Company”), eight of its present or
former officers and directors, and its former auditor by a class consisting
of
purchasers of the Company’s common stock during the period from April 17, 2001
through January 15, 2003. The Company entered into a court approved settlement
agreement with the class pursuant to which it agreed to pay the plaintiff
class
$5.0 million and issue it 1.2 million shares of the Company’s common stock. The
settlement agreement and court order were amended in May 2005 to provide
that
odd-lot numbers of shares (99 or fewer shares) would not be issued from the
settlement fund and claimants who would otherwise be entitled to 99 or fewer
shares would be paid cash in lieu of such odd-lot numbers of shares.
On
September 29, 2005, the Company completed its obligations under the settlement
agreement by issuing a total of 1,148,494 shares of its common stock to the
plaintiff class (including 228,000 shares previously issued in November,
2004)
and paying an aggregate of $126,704.76 in cash in lieu of shares to those
members of the class who would otherwise have been entitled to receive an
odd-lot number of shares or who resided in states in which there was no
exemption available for the issuance of the shares. The cash payments were
calculated on the basis of $2.46 per share which was equal to the higher
of (i)
the closing price for the Company’s common stock as reported by the Pink Sheets
on the business day prior to the date the shares were mailed, or (ii) the
average closing price over the five trading days prior to such mailing date.
The
shares were issued in reliance on the exemption from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”),
provided by Section 3(a)(10) thereof and may be resold by the members of
the
plaintiff class without restriction under the Securities Act. In approving
the
settlement, the Court found that the settlement was in all respects fair,
reasonable and adequate to and in the best interests of the lead plaintiffs,
the
settlement class and each of its members, the settlement was the result of
arm’s
length negotiations between experienced counsel, and the issuance of the
shares
should be without registration in reliance upon Section 3(a)(10) of the
Securities Act.
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.
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CLEARONE
COMMUNICATIONS, INC.
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Date:
September 30, 2005
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By:
/s/
Zeynep Hakimoglu
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Zeynep
Hakimoglu
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Chief
Executive Officer and
President
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