UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 3)
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2008
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________ to ________
Commission file number 001-33660
CLEARONE COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| Utah | 87-0398877 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
5225 Wiley Post Way, Suite 500
Salt Lake City, Utah 84116
(Address of principal executive offices, including zip code)
(801) 975-7200
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Act: Title of each class | Name of each exchange on which registered |
| Common Stock, $0.001 par value | The NASDAQ Capital Market |
Securities registered under Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Larger Accelerated Filer ¨ | Accelerated Filer ¨ |
Non-Accelerated Filer x | Smaller Reporting Company ¨ |
Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Securities Act).
Yes ¨ No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of the shares of voting common stock held by non-affiliates was approximately $48,415,000 at December 31, 2007, based on the $5.42 closing price for the Company’s common stock on the NASDAQ Capital Market on such date. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares of ClearOne common stock outstanding as of September 9, 2008 was 10,230,968.
EXPLANATORY NOTE
ClearOne Communications, Inc., (the “Company) is filing this Amendment No. 3 on Form 10-K/A (“Amendment No. 3”) to amend our Annual Report on Form 10-K for the fiscal year ended June 30, 2008, as filed with the Securities and Exchange Commission (“SEC”) on September 10, 2008 (the “Original Filing”) and amended on October 15, 2008 (“Amendment No.1”) and October 6, 2009 (“Amendment No. 2”). This Amendment No. 3 is filed to rectify the certifications filed as Exhibits 31.1 and 31.2 to Amendment No. 2.
Except with respect to the foregoing, we have not modified or updated any of our prior disclosure made in our Amendment No. 2 or exhibits thereto, and this Amendment No. 3 does not reflect the occurrence of any events following the date of Amendment No. 2. Accordingly, this Amendment No. 3 should be read in conjunction with our filings made with the SEC subsequent to our Original Filing.
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PART IV.
The following documents are included as exhibits to this report.
Exhibit
No. Title of Document
31.1 Section 302 Certification of Chief Executive Officer
31.2 Section 302 Certification of Chief Financial Officer
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CLEARONE COMMUNICATIONS, INC. | ||
| November 16, 2009 | By: | /s/ Zeynep Hakimoglu |
| Zeynep Hakimoglu | ||
| President, Chief Executive Officer, and Chairman |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
/s/ Zeynep Hakimoglu Zeynep Hakimoglu | President, Chief Executive Officer, and Chairman (Principal Executive Officer) | November 16, 2009 | ||
/s/ Narsi Narayanan Narsi Narayanan | Vice President of Finance (Principal Financial and Accounting Officer) | November 16, 2009 | ||
/s/ Brad R. Baldwin Brad R. Baldwin | Director | November 16, 2009 | ||
/s/ Larry R. Hendricks Larry R. Hendricks | Director | November 16, 2009 | ||
/s/ Scott M. Huntsman Scott M. Huntsman | Director | November 16, 2009 | ||
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