ClearOne Communications, Inc. Form 8-K dated 07/06/2007
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): July
6, 2007
ClearOne
Communications, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Utah
(State
or
Other Jurisdiction of Incorporation)
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000-17219
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87-0398877
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(Commission
File Number)
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(I.R.S.
employer
identification
number)
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5225
Wiley Post Way, Suite 500,
Salt
Lake City, Utah
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84116
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(Address
of principal executive offices)
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(Zip
Code)
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(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
30.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
40.14a-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
Edward
D.
Bagley resigned as director and Chairman of ClearOne Communications, Inc.
(“CLRO”) on July 6, 2007 in order to address issues raised by NASDAQ with
respect to CLRO’s listing application. In response to Mr. Bagley’s resignation,
NASDAQ informed CLRO that it will proceed to conclude its review of CLRO’s
application. CLRO is not aware of any other issues that will prevent CLRO from
obtaining a NASDAQ listing.
The
board
of directors believes that Mr. Bagley has provided valuable leadership during
his thirteen year tenure as a CLRO director and as Chairman and therefore CLRO
has entered into a consulting arrangement (“Agreement”) in which Mr. Bagley will
provide CLRO consulting services in connection with strategic decisions and
planning. The Agreement, entered into on July 6, 2007, is for a three year
period in which CLRO will pay Mr. Bagley $4,000 per month in addition to
granting him stock options commensurate with grants of stock options made to
CLRO’s directors. Also, in consideration for Mr. Bagley’s service as a director
of the Company since 1994, and service as the Chairman of the board of directors
of CLRO, the company paid Mr. Bagley the sum of $200,000 upon his resignation
as
a director.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Reference
is made to Item 1.01, which disclosure is hereby incorporated by
reference.
.
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.
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CLEARONE
COMMUNICATIONS, INC.
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Date:
July 6, 2007
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By:
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/s/
Greg LeClaire
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Greg
LeClaire
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Chief
Financial Officer
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