U.S. 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): July 1, 2004
CLEARONE COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Utah 0-17219 87-0398877
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
1825 Research Way
Salt Lake City, Utah 84119
(Address of Principal (Zip Code)
Executive Offices)
(801) 975-7200 (Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. Acquisition or Disposition of Assets
On July 1, 2004, ClearOne Communications, Inc. ("ClearOne") entered into that
certain Asset Purchase Agreement by and among Clarinet, Inc. ("Purchaser"),
American Teleconferencing Services, Ltd. d/b/a Premier Conferencing
("Purchaser's Parent") and ClearOne, dated July 1, 2004 (the "Asset Purchase
Agreement"), pursuant to which ClearOne sold and conveyed to Purchaser
substantially all the assets used or held for use in ClearOne's teleconferencing
services business, which consisted primarily of ClearOne's "Let's Conference"
suite of services. The purchase price for the subject assets was $21,500,000
less net working capital of approximately $1,340,000 on the date of closing. Of
the total purchase price, approximately $1,365,000 was utilized to pay off
equipment leases pertaining to assets being conveyed to the Purchaser, $300,000
was placed in a ninety day escrow as security for adjustments in the calculation
of net working capital, $1,000,000 was placed in an eighteen month escrow as
security for ClearOne's indemnification obligations under the Asset Purchase
Agreement, and the balance, less closing adjustments of approximately $282,000,
was paid to ClearOne. The parties also entered into short term transition
agreements pursuant to which Purchaser subleased from ClearOne the office space
in which the conferencing business is located and contracted with ClearOne for
the provision of certain centralized services. A copy of the Asset Purchase
Agreement is included as an exhibit to this report and this summary description
of the Asset Purchase Agreement is qualified in its entirety by reference to the
Asset Purchase Agreement.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
The following documents are included as exhibits to this report:
Exhibit SEC Ref.
No. No. Title of Document Location
------- -------- ---------------- --------
2.1 2 Asset Purchase Agreement among Clarinet, Inc., This
American Teleconferencing Services, Ltd. d/b/a Filing
Premier Conferencing, and ClearOne
Communications, Inc., dated July 1, 2004*
*The exhibits and schedules to the Agreement and Plan of Reorganization
are not included in the foregoing exhibit. The Registrant undertakes to
furnish supplementally to the Commission copies of any omitted items
upon request.
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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.
Dated: July 14, 2004 By /C/ Zeynep Hakimoglu
---------------------------
Zeynep Hakimoglu
Chief Executive Officer
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INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
Exhibit SEC Ref.
No. No. Title of Document Location
------- -------- ---------------- --------
2.1 2 Asset Purchase Agreement among Clarinet, Inc., This
American Teleconferencing Services, Ltd. d/b/a Filing
Premier Conferencing, and ClearOne
Communications, Inc., dated July 1, 2004*
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