ClearOne Communications, Inc. Form 8-K dated September 4, 2007 re: 10b5-1 Plan
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): September
4, 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
8.01 Other Events
On
August
30, 2007, the Company entered into a Rule 10b5-1 Stock Repurchase Plan (“Plan”)
agreement with a broker under which the Company will conduct its share
repurchases under the safe harbor provisions of Rule 10b5-1 and Rule 10b-18
promulgated under the Securities Exchange Act of 1934 (the “Act”), the principal
terms of which include the following.
The
term
of the Plan commenced on August 30, 2007 and expires on the earlier of (a)
August 30, 2008, (b) when the aggregate maximum approved for repurchase reaches
$3,625,000, (c) notice to broker by the Company of early termination, (d) the
commencement of any voluntary or involuntary case or other proceeding seeking
liquidation, reorganization or other relief under any bankruptcy, insolvency
or
similar law or (e) the public announcement of a tender or exchange offer for
the
Company’s securities or of a merger, acquisition, recapitalization or other
similar business combination.
The
repurchase of shares of common stock of the Company by Broker for the account
of
the Company shall comply with the limitations of Rule 10b-18 promulgated under
the Act.
The
Company represented the following as of the date the Company entered into the
Plan agreement: (a) the Company was not aware of any material nonpublic
information concerning the Company or its securities, (b) the Company entered
into the Plan in good faith, with the intent that the Plan comply with the
affirmative defense established by Rule 10b5-1 under the Act, and not as part
of
a plan or scheme to evade compliance with the federal securities laws, (c)
the
Company will not communicate, directly or indirectly, any material nonpublic
information relating to the Company or its securities to any employee of Broker
or its affiliates who are involved, directly or indirectly, in executing the
Plan, (d) there was no litigation, arbitration or other proceeding pending,
or
to the Company’s knowledge threatened, that would prevent or interfere with the
transactions contemplated by the Plan, (e) the Company will comply with all
applicable laws in connection with the performance of the Plan.
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:
September 4, 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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