SEC Filing | ClearOne

View:

Download DOC

Download PDF

Download XLS

ClearOne Communications Inc 8-K 09-15-2005

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 15, 2005

ClearOne Communications, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Utah

(State or Other Jurisdiction of Incorporation)

	0-17219		87-0398877
	(Commission File Number)		(IRS Employer Identification No.)

	1825 Research Way,
	Salt Lake City, Utah		84119
	(Address of Principal Executive Offices)		(Zip Code)

(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:

¨	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 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 15, 2005, Donald Frederick resigned from his position as Chief Financial Officer of ClearOne Communications, Inc. Craig Peeples, Corporate Controller, has been appointed Interim Chief Financial Officer.

Item 7.01

Regulation FD Disclosure.

On September 20, 2005, ClearOne Communications, Inc. issued two press releases which were respectively captioned “ClearOne Announces Resignation of Chief Financial Officer” and “ClearOne Provides Update on the Schedule for Completion of its Audited Financial Statements and the Status of its Filings with the SEC.” Such press releases are included herewith as exhibits 99.1 and 99.2, respectively.

Item 9.01

Financial Statements and Exhibits.

(c)

Exhibits.

The following documents are included as exhibits to this report:

Exhibit
No.		Title of Document

99.1		Press Release dated September 20, 2005 captioned “ClearOne Announces Resignation of Chief Financial Officer.”

99.2		Press Release dated September 20, 2005 captioned “ClearOne Provides Update on the Schedule for Completion of its Audited Financial Statements and the Status of its Filings with the SEC.”

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.


Date: September 20, 2005		By: /s/ Zeynep Hakimoglu
		Zeynep Hakimoglu
		Chief Executive Officer and President

- 2 -

Exhibit 99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

CONTACT:	DeLonie Call
	Vice President Human Resources
	ClearOne Communications Inc.
	Phone: 800-945-7730, 801-975-7200

ClearOne Announces Resignation of Chief Financial Officer

SALT LAKE CITY, September 20, 2005 — ClearOne Communications Inc. (OTC: CLRO), a developer, manufacturer and provider of conferencing products, today announced the resignation of Donald Frederick as Chief Financial Officer. Craig Peeples, Corporate Controller, has been appointed interim Chief Financial Officer.

“We appreciate Don’s contributions to ClearOne and wish him the best,” said Zee Hakimoglu, ClearOne's President and Chief Executive Officer. “Craig Peeples has been actively involved in the audit of the Company’s unpublished fiscal 2004 financial statements and I have every confidence that he will keep the audit process on track.” “Craig was formerly Director of Compliance and Audits and TCBY Controller at Mrs. Fields Famous Brands, Vice President and Corporate Controller for TenFold Corporation, an Assurance and Business Advisory Manager at Arthur Andersen LLP, and is a Certified Public Accountant. He is well qualified to oversee the Company’s financial affairs and will help us complete the audits of our 2004 and 2005 financial statements at the earliest possible date.”

ClearOne is a communications solutions company that develops and sells audio conferencing systems and other related products for audio, video and webconferencing 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. On the Web: www.clearone.com.

Forward Looking Statements: 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 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.

Exhibit 99.2

EXHIBIT 99.2

FOR IMMEDIATE RELEASE

CONTACT:	Zee Hakimoglu
	President and CEO
	ClearOne Communications Inc.
	Phone: 800-945-7730, 801-975-7200

ClearOne Provides Update on the Schedule for Completion of its Audited

Financial Statements and the Status of its Filings with the SEC

SALT LAKE CITY, September 20, 2005 — ClearOne Communications Inc. (OTC: CLRO) today provided an update on the proposed schedule for completion of its audited financial statements and the status of its filings with the Securities and Exchange Commission.

On August 18, 2005, ClearOne filed its 2003 annual report on Form 10-K containing audited financial statements for the fiscal year ended June 30, 2003 and re-audited financial statements for its 2002 and 2001 fiscal years. The Company is currently in the process of completing audited financial statements for its 2004 and 2005 fiscal years and has made such audits its highest priority. ClearOne and its auditor, KPMG LLP, are working diligently to complete the audit of the 2004 and 2005 financial statements and, based on the information available to ClearOne at this time, it anticipates that it will complete and file the 2004 10-K on or before December 31, 2005 and that it will complete and file the 2005 10-K on or before March 31, 2006.

ClearOne has been advised by the staff of the Salt Lake District Office of the Securities and Exchange Commission that the staff intends to recommend to the Commission that administrative proceedings be instituted to revoke the registration of ClearOne’s common stock based on ClearOne’s failure to timely file annual and quarterly reports with the Commission. The staff has advised the Company that it has until October 15, 2005 to make a so-called “Wells Submission” setting forth its position with respect to the staff’s intended recommendation, which submission would be considered by the Commission in determining whether or not to authorize an administrative proceeding. The Company intends to prepare a submission setting forth its arguments as to why it is not necessary or appropriate for the protection of investors for the Commission to revoke the registration of the Company’s common stock at this time. If, despite such submission, the Commission decides to authorize an administrative proceeding, ClearOne plans to oppose such proceeding. However, there can be no assurance that the Company will be successful in convincing the Commission not to follow the recommendation of the staff or that the Company would prevail in an administrative proceeding.

# # #