UNITED STATES
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): March 4, 2014
ClearOne, Inc.
(Exact name of registrant as specified in its charter)
Utah | 001-33660 | 87-0398877 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
5225 Wiley Post Way, Suite 500, Salt Lake City, Utah | 84116 | |
(Address of principal executive offices) | (Zip Code) | |
(801) 975-7200
(Registrant’s telephone number, including area 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 4, 2014, ClearOne, Inc. (the “Company”) entered into a Stock Purchase Agreement (“SPA”) to acquire Florida-based Sabine, Inc.. The Sabine purchase closed on March 7, 2014. The aggregate purchase price under the terms of the transaction was (i) approximately $7.2 million in cash, after initial adjustment based on the value of Sabine's net assets (with $1.35 million being subject to escrow provisions), (ii) possible additional earn-out payments over the next three years, and (iii) 150,000 shares of restricted common stock of the Company, valued by the parties at $1.5 million. In addition, the Company paid off Sabine’s outstanding bank loan of approximately $1.25 million. The purchase price was paid out of cash on hand.
The SPA contains representations, warranties and indemnifications customary for a transaction of this type.
Item 8.01 Other Events
On March 5, 2014, the Company issued a press release attached hereto as Exhibit 99.1 and incorporated by reference. In the press release, the Company announced that it had entered into an agreement to acquire the Florida-based Sabine, Inc.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
Exhibit 99.1 | ClearOne, Inc. Press Release dated March 5, 2014 | |
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, INC. | |||
Date: March 10, 2014 | By: | /s/ Zeynep Hakimoglu | |
Zeynep Hakimoglu | |||
Chief Executive Officer | |||
INDEX TO EXHIBITS
Exhibit No. | Description | |
Exhibit 99.1 | ClearOne, Inc. Press Release dated March 5, 2014 | |
Exhibit 99.1
Contact:
Brent Johnson
Investor Relations
801-303-3577
brent.johnson@clearone.com
CLEARONE ACQUIRES PROFESSIONAL
WIRELESS MICROPHONE SOLUTIONS SUPPLIER
Acquisition of Sabine, Inc. secures continued access to product central to ClearOne’s growth strategy
SALT LAKE CITY, UTAH (March 5, 2014) - ClearOne, Inc. (NASDAQ: CLRO) today announced the acquisition of Sabine, Inc., solidifying the company’s industry-leading portfolio of professional microphones. With the addition of Sabine, ClearOne will have reliable and exclusive access to the wireless microphones that are a critical component of ClearOne’s complete microphone portfolio. Under the terms of the transaction, ClearOne will pay approximately $7.5 million in cash and $1.5 million in ClearOne shares. In addition, ClearOne will assume and pay off Sabine debt of $1.25 million and make earn-out payments over the next three years, based on achievement of certain performance criteria.
Sabine has partnered successfully with ClearOne since late 2012, supplying the wireless microphone systems sold under the ClearOne brand. These microphones complement ClearOne’s CONVERGE® Pro and INTERACT® Pro products, driving sales of the company’s broader product line. The wireless microphone systems lead the industry in features, performance and pricing.
“The wireless microphone product has performed well and has driven sales across our Pro portfolio since its introduction more than a year ago,” said Zee Hakimoglu, Chairman and CEO of ClearOne. “This strategic acquisition is critical to solidifying our leadership position in this high-growth market and positions us for accelerated development of installed audio and visual collaboration solutions.”
“We look forward to combining resources with ClearOne to offer a complete portfolio of professional products to a global customer base,” said Doran Oster, founder and CEO of Sabine, Inc. “We are pleased to join a company with a track record that reflects our shared vision for product innovation and quality.”
ClearOne’s WS800 wireless microphone systems include four new models of wireless microphones/transmitters and a base-station receiver with either 4 or 8 channels, which connects to professional audio mixers. The wireless system combines ease-of-use with the most reliable security and power.
ClearOne expects to maintain Sabine operations at its current headquarters in Alachua, Florida.
About ClearOne
ClearOne is a global company that designs, develops and sells conferencing, collaboration, streaming and digital signage solutions for voice and visual communications. The performance and simplicity of its advanced comprehensive solutions offer unprecedented levels of functionality, reliability and scalability. More information about the company can be found at www.clearone.com.
About Sabine
Sabine, Inc. is located in Alachua, Florida, and manufactures, designs, and sells Sacom professional wireless microphone systems for live and installed audio. It also makes FBX Feedback Exterminator for reliable automatic feedback control. More information about the company can be found at www.sabine.com.
© Copyright 2013, ClearOne, Inc. All rights reserved. ClearOne®, the ClearOne logo, and the names and marks associated with ClearOne’s products are trademarks and/or service marks of ClearOne, Inc. and are registered and/or common-law marks in the United States and various other countries. All other trademarks are property of their respective owners.
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www.clearone.com/pressroom