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
April 15, 2005
Date of Report (Date of earliest event reported)
Circuit Research Labs, Inc.
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(Exact name of registrant as specified in its charter)
Arizona 0-11353 86-0344671
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1302 West Drivers Way
Tempe, Arizona 85284
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(Address of principal executive offices) (Zip Code)
(480) 403-8300
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(Registrant's telephone number, including area code)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 15, 2005, the Company and Dialog4 System Engineering GmbH entered
into an agreement whereby all disputes between them have been settled. As was
discussed in prior periodic reports filed by the Company with the Securities and
Exchange Commission, the disputes arose in connection with the Asset Purchase
Agreement between the Company and Dialog4, pursuant to which the Company in
January 2002 purchased assets of Dialog4. We have paid to Dialog4 $490,000 at
the time the settlement papers were signed and will pay an additional $475,000
one year after the settlement date (i.e., on or before April 15, 2006). The
Company also agreed to file with the SEC a registration statement under the
Securities Act of 1934 by June 30, 2005. The registration statement will cover
any sales by Dialog4 of the 1,250,000 shares of common stock which we issued to
Dialog4 on January 18, 2002 as partial payment of the purchase price of assets
we bought.
As part of the settlement, the Company resolved a separate employment
dispute that had been under litigation in Germany between Berthold
Burkhardtsmaier and the Company. Mr. Burkhardtsmaier agreed to resign from the
Board of Directors for the Company; the Company agreed to pay him approximately
324,000 Euros in monthly installments of 5,400 Euros for 60 months.
Dialog4 dismissed the Arizona litigation without prejudice and when all the
terms and conditions of the settlement agreement have been met Dialog4 and the
Company will release each other from any further claims arising out of or
related to the Asset Purchase Agreement.
ITEM 5.02(b) DEPARTURE OF DIRECTORS OF PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Pursuant to the settlement agreement described in Item 1.01 above, Berthold
Burkhardtsmaier resigned from the Board of Directors on April 15, 2004,
effective immediately.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Settlement Agreement and Release, dated April 15, 2005, between
Dialog4 Systems Engineering GmbH, et al. and the Registrant.
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.
CIRCUIT RESEARCH LABS, INC.
Date: April 19, 2005 By: /s/ Robert McMartin
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Robert McMartin
Vice President and
Chief Financial Officer