FILED PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FILING COMPANY: CLEARONE COMMUNICATIONS, INC., REGISTRATION NUMBER 333-82242
SUBJECT COMPANY: E.MERGENT, INC.
It's been nearly a month since the announcement of ClearOne's proposed
acquisition of E.mergent. As employees, you are most likely anxious about the
current status of the acquisition. The following is a brief update to bring you
up to speed.
On February 6th, ClearOne filed a registration statement with the Securities and
Exchange Commission in connection with the proposed acquisition. The
registration statement, which is intended to register the ClearOne common stock
shares to be issued in the merger, is currently under review by the Securities
and Exchange Commission in accordance with its standard review and comment
procedures applicable to registration statements. Once the Securities and
Exchange Commission declares the registration statement effective, E.mergent
will mail the definitive proxy statement/prospectus included in the registration
statement to E.mergent's shareholders. E.mergent will then hold a shareholders
meeting for the purpose of voting on the proposed merger. It is anticipated
that, if all conditions to completion of the merger are met including approval
by the E.mergent shareholders, the merger may be completed some time in the
fourth quarter of fiscal 2002.
Please remember the importance of adhering to the company's policy of not
discussing company business, such as the proposed merger, with people outside
the company. We also encourage you to refrain from any speculation about the
proposed merger within the company. This is designed to eliminate potential
misunderstandings, as innocent comments can often be taken out of context and
ultimately lead to rumors that can quickly damage the price of the company's
stock. As required under the current company policy, any questions about the
acquisition should be referred to management or investor relations (ext. 786 or
bryce.benson@clearone.com).
Thanks for your cooperation as we continue working toward the prosperous union
of two great companies.
Bryce Benson
Investor/Media Relations
ClearOne Communications
1825 Research Way
Salt Lake City, UT 84119
Ph: 801.974.3786
FX: 801-977-0087
Forward-Looking Disclaimer
This employee communication contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements are
subject to the Safe Harbor provisions created by such statutes, and are based on
ClearOne's current expectations, forecasts and assumptions. Such statements
involve risks and uncertainties that could cause actual outcomes and results to
differ materially from the anticipated events. In particular, while the
companies have executed a definitive merger agreement, there is no assurance
that the parties will complete the transaction. In the event that the companies
do not receive the necessary shareholder approval or fail to satisfy conditions
for closing, the transaction will terminate. For a further list and description
of risks and uncertainties, see ClearOne's registration statement on Form S-4
and its other periodic filings. ClearOne disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Additional Information
ClearOne has filed with the SEC a registration statement that includes a
preliminary proxy statement/prospectus for the merger. The registration
statement and proxy statement/prospectus contain important information about
ClearOne, E.mergent, the merger and related matters, including detailed risk
factors. The information contained in the initial registration statement and
preliminary proxy statement/prospectus is not complete and may be changed.
E.mergent intends to mail a definitive proxy statement/prospectus to its
stockholders in connection with seeking their approval of the merger. Investors
and security holders are urged to read the definitive registration statement and
proxy statement/prospectus carefully because they contain important information.
Investors and security holders may obtain free copies of the registration
statement and the proxy statement/prospectus through the web site maintained by
the SEC at http://www.sec.gov, or by directing a request to ClearOne at 1825
Research Way, Salt Lake City, UT 84119, attention: Bryce Benson, telephone (801)
975-7200, or to E.mergent at 5960 Golden Hills Drive, Golden Valley, MN 55416,
attention Jill Larson, telephone (736) 417-4257. In addition to the registration
statement and the proxy statement/prospectus, ClearOne and E.mergent file
annual, quarterly and special reports, proxy statements and other information
with the SEC. Investors and security holders may read and obtain free copies of
any such reports, statements and other information through the web site
maintained by the SEC, or by contacting ClearOne and E.mergent at the addresses
listed above.
E.mergent, its directors and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the merger.
Information concerning the participants in the solicitation is set forth in the
ClearOne's registration statement and will be set forth in the proxy
statement/prospectus when it becomes available.