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 ]
This
Amendment No. 2 to the Tender Offer Statement on Schedule TO relates to the
tender offer by ClearOne Communications, Inc., a Utah corporation ("CLRO"
or the
"Company"), to purchase 2,353,000 shares, or such lesser number of shares
as are
validly tendered and not withdrawn, of its Common Stock, par value $.001
per
share, at a price of $4.25 per Share, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 6, 2006 (the
"Offer
to Purchase"), and in the related Letter of Transmittal which, as they may
be
amended from time to time, together constitute the "Offer," copies of which
were
previously filed on Schedule TO as Exhibit (a)(1)(A) and (a)(1)(B),respectively.
This Amendment No. 2 to the Schedule TO is intended to satisfy the reporting
requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934,
as
amended.
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.
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).
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