UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1) of the
Securities
Exchange Act of 1934
(Amendment
No. 2)
CLEARONE
COMMUNICATIONS, INC.
(Name
of
Subject Company (Issuer))
CLEARONE
COMMUNICATIONS, INC.
(Name
of
Filing Persons (Issuer))
Common
Stock, $0.001 Par Value Per Share
(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*
$10,000,000
|
Amount
of Filing Fee**
$1,070
|
*
Calculated solely for the purpose of determining the amount of the filing
fee,
based on the purchase of 2,353,000 shares of Common Stock, par value $.001
per
share, at the tender offer price of $4.25 per share.
**
Calculated at $107.00 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:
$1,070
Filing Party: ClearOne Communications, Inc.
Form
or
Registration No.: Schedule
TO Date Filed:
November 6, 2006
[
]
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: [X ]
-i-
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 and supplemented to the extent specifically provided in this
Amendment.
Item 11.
Additional
Information.
Item 11
of the Schedule TO is hereby amended and supplemented by adding the following:
On
December 12, 2006, the Company issued a press release announcing the final
results of the Tender Offer, which expired at 12:00 midnight, Eastern time,
on
December 6, 2006. A copy of the press release is filed as Exhibit (a)(5)(C)
to
this Schedule TO and is incorporated herein by reference.
Item 12.
Exhibits.
Item 12
of the Schedule TO is hereby amended and supplemented by adding the following
exhibit:
(a)(5)(C) Press
Release, dated December 12, 2006, announcing results of the Tender Offer
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.
DATE:
December 12,
2006
CLEARONE
COMMUNICATIONS, INC.
By /s/
Zeynep Hakimoglu
President, Chief Executive Officer and Director
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and
on the
dates indicated.
-ii-
Item
12. Exhibits.
Exhibit
Number Description
(a)(1)(A)*
Offer
to
Purchase, dated November 6, 2006
(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)*
Guidelines
for Certification of Taxpayer Identification Number on Substitute Form
W-9
(a)(1)(G)*
Letter
to
Shareholders
(a)(2)
Not
applicable
(a)(3)
Not
applicable
(a)(4)
Not
applicable
(a)(5)(A)*
Advertisement/Press
Release, dated October 30, 2006,
(a)(5)(B)**
Advertisement/Press
Release announcing preliminary results of the Tender Offer, dated December
7,
2006,
(a)(5)(C)
Advertisement/Press
Release announcing final results of the Tender Offer, dated December 12,
2006,
(b)
Not
applicable
(d)(1)
Clearone
Communications, Inc. 1998 Stock Option Plan
(d)(2)
Clearone
Communications, Inc. 1997 Employee Stock Purchase Plan
(g)
Not
applicable
(h)
Not
applicable
________________________________________
*
Previously
filed with Schedule TO on November 6, 2006.
** Previously
filed with Amendment No. 1 to Schedule TO on December 7, 2006.
(1)
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).
(2)
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).
-
iii -
| Contacts: | ClearOne
Communications, Inc.
Investor
Relations
(801)
303-3555
|
|
Robert
Jaffe
PondelWilkinson
Inc.
(310)
279-5980
|
CLEARONE
ANNOUNCES FINAL RESULTS OF TENDER OFFER
Salt
Lake City, UT - December 12, 2006 - ClearOne
Communications, Inc. (OTC: CLRO.OB) today announced the final results of its
tender offer, which expired at 12:00 midnight, Eastern Time, on Wednesday,
December 6, 2006.
ClearOne
has accepted for purchase 1,073,552 shares of its common stock at a price of
$4.25 per share, totaling approximately $4,563,000. These shares represent
approximately 9 percent of shares outstanding.
The
depositary will promptly pay for the shares accepted for purchase.
With
completion of the tender offer, ClearOne now has approximately 11,072,000 shares
of common stock outstanding.
The
Company is authorized to repurchase additional shares in an amount up to $1.9
million through August 31, 2007. Rule 13e-4(f) under the Securities and
Exchange Act of 1934, as amended, prohibits the Company from purchasing any
shares, other than in the tender offer, until at least ten business days after
the expiration of the tender offer.
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.
This
release contains “forward-looking” statements
that
are based on present circumstances and on ClearOne’s predictions with respect to
events that have not occurred, that may not occur, or that may occur with
different consequences and timing than those now assumed or anticipated. Such
forward-looking statements, including statements regarding the company’s ability
to successfully commercialize newer products and enter new markets, are not
guarantees of future performance or results and involve risks and uncertainties
that could cause actual events or results to differ materially from the events
or results described in the forward-looking statements. Such forward-looking
statements are made only as of the date of this release and ClearOne assumes
no
obligation to update forward-looking statements to reflect subsequent events
or
circumstances. Readers should not place undue reliance on these forward-looking
statements.
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