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 26, 2002.
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)
ClearOne Communications, Inc.
Form 8-K
Item 9. Regulation FD Disclosure.
On September 26, 2002, ClearOne Communications, Inc., issued a press release
reporting a corporate reorganization and anticipated results for the first
quarter of fiscal 2003.
The Press Release is attached as Exhibit 99.1 to this Report on Form 8-K.
Item 7. Exhibit
The following exhibit is furnished as part of this report on Form 8-K.
Exhibit No. Description
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99.1 Press Release of ClearOne Communications, Inc. dated
September 26, 2002, regarding a company reorganization
and anticipated financial results for the first quarter
of fiscal 2003.
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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.
/s/ Frances M. Flood
September 26, 2002 -----------------------------------------
By: Frances M. Flood
Its: Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of ClearOne Communications, Inc. dated
September 26, 2002, regarding a company reorganization
and anticipated financial results for the first quarter
of fiscal 2003.
4
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT: Bryce Benson, Investor/Media Relations
ClearOne Communications Inc.
Phone: 1.801.974.3786, 1.800.945.7730
Fax: 1.801.977.0087
E-mail: bryce.benson@clearone.com
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ClearOne Announces Corporate Reorganization
and Anticipated First Quarter Results
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SALT LAKE CITY, September 26, 2002--ClearOne Communications Inc. (Nasdaq: CLRO)
today announced a corporate reorganization designed to position the company for
continued growth in the difficult economic environment.
The reorganization involves a 20 percent reduction in workforce, a one-time net
gain of approximately $1 million from the sale of telephone interface products
to Comrex, and an anticipated one-time charge in the first quarter of between
$1.8 million and $2.5 million.
ClearOne anticipates first quarter revenue from operations in the range of $13
million to $14 million, which without the one-time events would result in a
break-even quarter. Factoring in the nonrecurring events associated with the
reorganization, ClearOne anticipates reporting a first quarter loss in the range
of $0.05 to $0.09 per share.
The one-time charge includes three components. The first is an accrual of
severance and other related costs associated with the reduction in work force.
All employees affected have been offered severance packages based on tenure.
Second, ClearOne will record an inventory write-off in connection with its
decision to stop marketing and selling certain products. It recently sold off a
portion of its telephone interface product line and will no longer sell product
into the broadcast market. As a result, the company will write off inventory
related to its remaining telephone interface products. Additionally, management
reached a decision to stop selling its ClearOne portable conference phone based
on the company's current product development roadmap and sales model, which were
modified to allow the company to compete in the current economic climate. As a
result, ClearOne will write off and dispose of the remaining inventory of these
phones.
Third, in August ClearOne began preliminary discussions and investigations with
respect to a potential acquisition. While ClearOne ultimately determined the
acquisition was not currently in its best interest, it incurred associated
legal, accounting and other advisory fees, which will be expensed as part of the
one-time charges.
- more -
ClearOne will hold a conference call today at 9:15 a.m., (11:15 a.m. EDT). A
live webcast of the call will be accessible at www.clearone.com. The webcast
will be available for replay beginning one hour after the conclusion of the call
and will run through Oct. 3, 2002. A telephone replay will also be available
through Oct. 3 at (800) 839-0860 or (402) 220-1490 with identification number
1229.
To the extent any statement presented herein deals with information that is not
historical, including one-time events and their impact on financial forecasts
and results, such statement is necessarily forward-looking and made pursuant to
the safe harbor provisions of the Securities Litigation Reform Act of 1995. As
such, it is subject to the occurrence of many events outside ClearOne's control
that could cause ClearOne's results to differ materially from those anticipated.
Please see the risk factors contained in ClearOne's most recent SEC filings,
including its annual report on Form 10-K and quarterly reports on Form 10-Q.
ClearOne Communications is a provider of multimedia conferencing products and
services that bring geographically dispersed people together--compressing time
and distance. Product offerings include audio and videoconferencing systems,
peripherals and furniture. Service offerings include a full suite of audio,
video and data conferencing services, and business services such as training,
field support, help desk, and system consulting. Additional information is
available at www.clearone.com.
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