ClearOne Communications, Inc. Form 8-K dated 09/04/2007 re: 10b5-1 officers
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’s President, CEO & Chairman, Zeynep Hakimoglu, and
Vice President of Finance, Greg LeClaire, entered into 10b5-1(c) Stock Purchase
Plans (“Plans”) in regards to their participation in the Company’s Employee
Stock Purchase Plan. The Company’s Board of Directors approved entry into
10b5-1(c) plans by its executive officers and other employee insiders
participating in the Company’s Employee Stock Purchase Plan. Ms. Hakimoglu and
Mr. LeClaire entered into the Plans in order to facilitate purchases of the
Company’s stock under their participation in the Company’s Employee Stock
Purchase Plan.
Principal
terms of Ms. Hakimoglu’s and Mr. LeClaire’s Plan include the
following:
Purchases
of Common Stock will be made once per month by a broker designated by the
Company’s Employee Stock Purchase Plan Committee.
All
purchases of Plan Shares will be made from the Company. Neither Ms. Hakimoglu
nor Mr. LeClaire will provide other instruction or guidance to ClearOne with
respect to any purchases. The Company will be provided with a copy each Stock
Purchase Plan executed by an employee.
All
purchases under the Plan will be reported by Ms. Hakimoglu and/or Mr. LeClaire
through individual Form 4 filings with the Securities and Exchange
Commission.
Ms.
Hakimoglu and Mr. LeClaire will cease all purchases under the Plan, and will
instruct the Company to cease all purchases, promptly upon notice from the
Secretary of ClearOne that the independent directors of the Company’s Board of
Directors have determined that purchases under the Plan must be suspended for
the period determined by those directors. In this regard, Ms. Hakimoglu and
Mr.
LeClaire acknowledge that it may be necessary or appropriate for the Company
to
instruct them to suspend purchases under the Plan in connection with events,
including without limitation public or private offerings of securities, mergers
or acquisitions, tender offers or similar events.
The
Plan’s are intended to comply with the requirements of Rule 10b5-1(c) under the
Exchange Act and this Plan shall be interpreted to comply with the requirements
of Rule 10b5-1(c).
Notwithstanding
this Plan, Ms. Hakimoglu and Mr. LeClaire may sell or purchase shares of the
Company’s common stock (other than Plan Shares) pursuant to the Company’s
insider trading policy and subject to the terms and conditions included this
Plan, and such sales or purchases shall not be subject to this
Plan.
This
Plan
shall become effective on the date executed by Ms. Hakimoglu and Mr. LeClaire
and shall terminate on the earliest to occur of: (i) such employee’s withdrawal
from the Employee Stock Purchase Plan or (ii) the death of Shareholder;
provided, however, that Shareholder may terminate this Plan at any time upon
written notice delivered to the Secretary of ClearOne.
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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