-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I1Ca4nx15UMbO8zxLf8LoAFeEPr5K83P42EwUEXrXTmlWPM6fV3fAT+Gr5uEKDnd 6FNM3hhOGCo3+ZK517N7yQ== 0000725897-08-000001.txt : 20080226 0000725897-08-000001.hdr.sgml : 20080226 20080226160238 ACCESSION NUMBER: 0000725897-08-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080226 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080226 DATE AS OF CHANGE: 20080226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRCUIT RESEARCH LABS INC CENTRAL INDEX KEY: 0000725897 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 860344671 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11353 FILM NUMBER: 08642987 BUSINESS ADDRESS: STREET 1: 7970 S KYRENE ROAD CITY: TEMPE STATE: AZ ZIP: 85284 BUSINESS PHONE: 4804038300 MAIL ADDRESS: STREET 1: 7970 S KYRENE ROAD CITY: TEMPE STATE: AZ ZIP: 85284 8-K 1 extensionagreement8k.htm EXTENSION AGREEMENT 8K 02.26.08 UNITED STATES


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): February 21, 2008

__________________


CIRCUIT RESEARCH LABS, INC.

 

(Exact name of registrant as specified in its charter)


Arizona

0-11353

86-0344671

 

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)


  

7970 South Kyrene Road

Tempe, Arizona, 85284


 (Address of Principal Executive Offices)

(Zip Code)


Registrant’s telephone number, including area code: (480) 403-8300


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 (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01

Entry into a Material Definitive Agreement


On February 21, 2008 CRL Systems, Inc. (dba Orban) (the “Company”), a subsidiary of Circuit Research Labs, Inc., entered into an Extension Agreement (the “Agreement”) with Jayson Russell Brentlinger (“Brentlinger”).  Brentlinger is the holder of an Amended and Restated Secured Promissory Note (the “Harman Note”) originally issued to Harman Pro North America, Inc., as successor to Harman Acquisition Corp., on October 4, 2004 in the original principal amount of $3,227,530.  The Harman Note calls for certain principal payments to be made to the Company at specified times, as well as for the monthly payment of interest.


Under the Agreement, effective as of December 31, 2007, the due date for the outstanding principal balance of the Harman Note (approximately $2,300,000 on December 31, 2007) was extended to December 31, 2010 (the “New Maturity Date”).  No payments of principal will be due until the New Maturity Date, although interest payments will continue to be paid in accordance with the terms of the Harman Note.  The Company may prepay all or any portion of the principal of the Harman Note at any time or from time to time.


Item 9.01  

Financial Statements and Exhibits


Exhibits:


(d)


99.1  Extension Agreement dated as of February 21, 2008 between Jayson Russell Brentlinger and CRL Systems, Inc.





 




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: February 26, 2008

By: /s/ Rebecca Nation

 

Name:

Rebecca Nation

Title:  CFO







EX-99 2 exhibit99.htm EXHIBIT 99 02.26.08 Exhibit 99

Exhibit 99.1


EXTENSION AGREEMENT


This Extension Agreement (the “Agreement”) is dated as of this 21st day of February 2008, to be effective as of December 31, 2007 (the “Effective Date”), and is by and between [JAYSON] RUSSELL BRENTLINGER (“Russell”) and CRL SYSTEMS, INC., a Nevada corporation (the “Company”).

1.

Russell is the owner and holder of an Amended and Restated Secured Promissory Note (the “Harman Note”) originally issued to Harman Pro North America, Inc., as successor to Harman Acquisition Corp., on October 4, 2004 in the original principal amount of $3,227,530.  The Harman Note calls for certain principal payments to be made by the Company at specified times, as well as for the monthly payment of interest.

2.

Russell and the Company have entered into separate arrangements with respect to other business relationships between Russell and the Company.  In consideration of those other arrangements, Russell and the Company have agreed to certain changes in the payment schedule for the Harman Note.

3.

Russell and the Company agree, effective as of the Effective Date, that the outstanding principal balance of the Harman Note (approximately $2,300,000) shall be payable on or before December 31, 2010 (the “New Maturity Date”) and that no payments of principal on the Harman Note shall be due until the New Maturity Date.  Payments of interest shall continue to be made monthly in accordance with the terms of the Harman Note.  The Company may prepay all or any portion of the principal of the Harman Note at any time or from time to time.

4.

All provisions of the Harman Note and all related and ancillary documents shall remain in full force and effect except as modified specifically herein.

DATED as of the date first above written.

CRL SYSTEMS, INC.



By

/s/Charles Jayson Brentlinger


     Charles Jayson Brentlinger, President




/s/ Jayson Russell Brentlinger


Jayson Russell Brentlinger




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