ClearOne Communications, Inc. Form 8-K dated 06/15/2007
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): June
15, 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.
In
response to ClearOne Communications, Inc.’s (“CLRO”) December 2006 application
for listing on NASDAQ, CLRO was notified on June 12, 2007 that its application
was denied. NASDAQ has relied on its Marketplace Rule 4300 which states that
its
staff has “broad discretionary authority over the initial and continued listing
of securities in NASDAQ in order to maintain the quality of and public
confidence in its market .… even though the securities meet all enumerated
criteria for initial or continued listing on NASDAQ.”
According
to the NASDAQ notification letter, its denial is based primarily upon its
conclusion regarding the nature and extent of the Company’s relationship with
Edward D. Bagley who is CLRO’s Chairman of the Board and owns approximately 17%
of the Company’s outstanding shares. Mr. Bagley previously acted as a principal
and owner of Bagley Securities, Inc. from 1986 to 1990. The notification letter
indicated that between 1989 and 1992 the Securities and Exchange Commission,
the
National Association of Securities Dealers and five state regulatory authorities
filed or initiated a number of individual and joint complaints or proceedings
against Mr. Bagley and Bagley Securities, Inc. which had outcomes that were
adverse to Mr. Bagley and Bagley Securities, Inc. As a result, the staff
indicated that Mr. Bagley’s “relationship with the Company raises significant
public interest concerns under Marketplace Rule 4300.” Mr. Bagley has acted as a
director of CLRO since 1994. The board of directors believes that Mr. Bagley
has
provided valuable leadership to CLRO during this time.
CLRO
is
currently contemplating the NASDAQ letter and evaluating its options regarding
its NASDAQ application. In the meantime, CLRO will continue to trade on the
OTC
Bulletin Board.
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:
June 15, 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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