SC 13D 1 body.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. ____)* Circuit Research Labs, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.10 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 172743205 -------------------------------------------------------------------------------- (CUSIP Number) Berthold Burkhardtsmaier Managing Director Dialog4 System Engineering GmbH Businesspark Monrepos 55 Ludwigsburg, Germany D-71634 Telephone: 49-7141-22660 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 18, 2002 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) (Page 1 of 10 Pages) CUSIP No. 172743205 13D Page 2 of 10 Pages ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dialog4 System Engineering GmbH -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO (See Item 3 Below) -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,250,000 ----------------------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER 1,250,000 PERSON WITH -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,250,000 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO -------------------------------------------------------------------------------- CUSIP No. 172743205 13D Page 3 of 10 Pages ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Berthold Burkhardtsmaier -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO (See Item 3 Below) -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,250,000 ----------------------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER 1,250,000 PERSON WITH -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,250,000 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN -------------------------------------------------------------------------------- CUSIP No. 172743205 13D Page 4 of 10 Pages ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cornelia Burkhardtsmaier -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO (See Item 3 Below) -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,250,000 ----------------------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER 1,250,000 PERSON WITH -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,250,000 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN -------------------------------------------------------------------------------- CUSIP No. 172743205 13D Page 5 of 10 Pages ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Friedrich Maier -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO (See Item 3 Below) -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Federal Republic of Germany -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER 1,250,000 ----------------------------------------------------------------- OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- REPORTING 10 SHARED DISPOSITIVE POWER 1,250,000 PERSON WITH -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,250,000 -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.7% -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN -------------------------------------------------------------------------------- CUSIP No. 172743205 13D Page 6 of 10 Pages Item 1. Security and Issuer This Schedule 13D (the "Schedule") relates to the Common Stock, par value $.10 per share (the "Common Stock"), of Circuit Research Labs, Inc. (the "Issuer"), an Arizona corporation, with principal executive offices located at 2522 West Geneva Drive, Tempe, Arizona 85282. Item 2. Identity and Background (a) This Schedule is being jointly filed by Dialog4 System Engineering GmbH, a German corporation ("Dialog4"), and the sole shareholders (the "Shareholders") of Dialog4, to wit, Berthold Burkhardtsmaier, Cornelia Burkhardtsmaier, and Friedrich Maier. The Shareholders are deemed to have indirect beneficial ownership of the shares of Common Stock owned by Dialog4 based on their status as controlling shareholders of Dialog4. Dialog4 and the Shareholders are sometimes collectively referred to herein as the "Reporting Persons." Berthold Burkhardtsmaier serves as the Managing Director of Dialog4. There are no other directors or officers of Dialog4. (b) The principal business address of the Reporting Persons is c/o Dialog4 System Engineering GmbH, Businesspark Monrepos 55, Ludwigsburg, Germany D-71634. (c) Dialog4 is engaged in the business of developing, manufacturing (or causing the manufacture of) and marketing audio products, including equipment for encoding and decoding audio and data over TCP/IP on the Internet, ISDN and satellite. Berthold Burkhardtsmaier's principal occupation is as Managing Director of Dialog4 and as the Issuer's Vice President of European Operations. The Issuer manufactures and markets high-quality electronic audio processing, transmission encoding and noise reduction equipment for the worldwide radio, television, cable, Internet and professional audio markets. The Issuer's principal business address is set forth above in Item 1. Cornelia Burkhardtsmaier's principal occupation is as a housewife. Friedrich Maier's principal occupation is chairman and CEO of the Maier Group. (d) During the last five years, neither Dialog4 nor any person named in this Item 2 has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (e) Each of the natural persons named in this Item 2 is a citizen of the Federal Republic of Germany. Item 3. Source and Amount of Funds or Other Consideration On January 18, 2002, the Issuer's wholly owned subsidiary, CRL Systems, Inc., acquired the assets of Dialog4 for $2 million, comprised of 1,250,000 shares of the Issuer's Common Stock, valued at $1.00 per CUSIP No. 172743205 13D Page 7 of 10 Pages share, and $750,000 cash. Reference is made to Item 4 of this Schedule for a further description of the transaction. Item 4. Purpose of Transaction On January 18, 2002, the Issuer and its wholly owned subsidiary, CRL Systems, Inc., consummated the acquisition of the assets of Dialog4 pursuant to an Asset Sale and Purchase Agreement (the "Agreement"), dated as of November 16, 2001, among Dialog4, the Shareholders, CRL Systems, Inc. and the Issuer. Under the terms of the Asset Sale and Purchase Agreement, CRL Systems, Inc. purchased the assets of Dialog4 for $2 million, comprised of 1,250,000 shares (the "Purchase Price Stock") of the Issuer's authorized but previously unissued Common Stock, valued at $1.00 per share, and $750,000 cash. Under the terms of the Agreement and a Service Contract that Berthold Burkhardtsmeier entered into with the Issuer on January 18, 2002, Mr. Burkhardtsmeier was appointed to the Board of Directors and was named Vice President of European Operations of the Issuer. According to the terms of his Service Contract, Mr. Burkhardtsmeier's duties with the Issuer include oversight of the Issuer's business and operations in Europe. In accordance with his duties and position with the Issuer, Mr. Burkhardtsmeier will devote his full time, attention and best efforts to the performance of the duties outlined in his Service Contract. Concurrent with the closing of the Agreement, the Reporting Persons and the Issuer's President and Chief Executive Officer, Charles Jayson Brentlinger, entered into a Stock Purchase Agreement. Under the terms of the Agreement and the Stock Purchase Agreement, in the event of default by the Issuer of its obligations under the Agreement, the Reporting Persons must return all of the Purchase Price Stock received pursuant to the Agreement except, under certain circumstances set forth in the Agreement, that amount of the Common Stock having a market value of $500,000 on the date of the return (the "Retained Stock"). Additionally, under the terms of the Stock Purchase Agreement, Mr. Brentlinger has agreed to purchase from the Reporting Persons the Purchase Price Stock or the Retained Stock, as the case may be, or any portion thereof offered to Mr. Brentlinger by the Reporting Persons at any one time during the six-month period beginning twelve (12) months after January 18, 2002, and ending eighteen (18) months after January 18, 2002. Conversely, under the terms of the Stock Purchase Agreement, at any one time during the same six-month period, Mr. Brentlinger may request that the Reporting Persons sell him the Purchase Price Stock or the Retained Stock, as the case may be, or any portion thereof. Under the terms of the Stock Purchase Agreement, if the Reporting Persons exercise their right to request that Mr. Brentlinger purchase any or all of the Purchase Price Stock or the Retained Stock, as the case may be, or if Mr. Brentlinger exercises his right to request that the Reporting Persons sell him such stock, the purchase price of the stock shall be $1.00 per share plus ten percent. Pursuant to the terms of the Stock Purchase Agreement, during the period beginning January 18, 2002, and ending either on the date that Mr. Brentlinger purchases from the Reporting Persons the Purchase Price Stock or the Retained Stock, as the case may be, or any portion thereof, or eighteen (18) months after January 18, 2002, whichever comes first, the Reporting Persons have granted to Mr. Brentlinger an irrevocable proxy to vote the Purchase Price Stock, and the Retained Stock if applicable, on any matter which may come before the shareholders of the Issuer for vote of the shareholders, including the right to consent to matters without a meeting of shareholders and the right to receive and waive notice of all meetings of shareholders. CUSIP No. 172743205 13D Page 8 of 10 Pages Item 5. Interest in Securities of the Issuer Based on information known to the Reporting Persons, there were 3,706,880 shares of the Issuer's Common Stock outstanding as of March 15, 2002. (a) The Reporting Persons beneficially own 1,250,000 shares or approximately 33.7% of the Issuer's Common Stock. (b) Dialog4 owns 1,250,000 shares or approximately 33.7% of the Issuer's Common Stock. The Shareholders, based on their status as controlling shareholders of Dialog4, share the power to vote or to direct the vote and dispose or direct the disposition of the 1,250,000 shares of the Issuer's Common Stock beneficially owned by the Reporting Persons. In addition, pursuant to the Stock Purchase Agreement between the Reporting Persons and Mr. Charles Jayson Brentlinger, described more fully in Items 4 and 6 herein, Mr. Brentlinger shares the power to direct the vote of 1,250,000 shares of the Issuer's Common Stock beneficially owned by the Reporting Persons. (c) The Reporting Persons have effected no transactions in the Common Stock of the Issuer during the past sixty (60) days, except as otherwise set forth in Item 4 hereof. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of the Issuer's Common Stock. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer As described above in Item 4, on January 18, 2002, the Issuer and its wholly owned subsidiary, CRL Systems, Inc., consummated the acquisition of the assets of Dialog4 pursuant to an Asset Sale and Purchase Agreement (the "Agreement"), dated November 16, 2001, among Dialog4, the Shareholders, CRL Systems, Inc. and the Issuer. Under the terms of the Asset Sale and Purchase Agreement, CRL Systems, Inc. purchased the assets for $2 million, comprised of 1,250,000 shares (the "Purchase Price Stock") of the Issuer's authorized but previously unissued Common Stock, valued at $1.00 per share, and $750,000 cash. Concurrent with the closing of the Agreement, the Reporting Persons and the Issuer's President and Chief Executive Officer, Charles Jayson Brentlinger, entered into a Stock Purchase Agreement. Under the terms of the Agreement and the Stock Purchase Agreement, in the event of default by the Issuer of its obligations under the Agreement, the Reporting Persons must return all of the Purchase Price Stock received pursuant to the Agreement except, under certain circumstances set forth in the Agreement, that amount of the Common Stock having a market value of $500,000 on the date of the return (the "Retained Stock"). Additionally, under the terms of the Stock Purchase Agreement, Mr. Brentlinger has agreed to purchase from the Reporting Persons the Purchase Price Stock or the Retained Stock, as the case may be, or any portion thereof offered to Mr. Brentlinger by the Reporting Persons at any one time during the six-month period beginning twelve (12) months after January 18, 2002, and ending eighteen (18) months after January 18, 2002. Conversely, under the terms of the Stock Purchase Agreement, at any one time during the same six-month period, Mr. Brentlinger may request that the Reporting Persons sell him the Purchase Price Stock or the Retained Stock, as the case may be, or any portion thereof. Under the terms of the Stock Purchase Agreement, if the Reporting Persons exercise their right to request that Mr. Brentlinger purchase any or all of the Purchase Price Stock or the Retained Stock, as the case may be, or if Mr. Brentlinger exercises his CUSIP No. 172743205 13D Page 9 of 10 Pages right to request that the Reporting Persons sell him such stock, the purchase price of the stock shall be $1.00 per share plus ten percent. Pursuant to the terms of the Stock Purchase Agreement, during the period beginning January 18, 2002, and ending either on the date that Mr. Brentlinger purchases from the Reporting Persons the Purchase Price Stock or the Retained Stock, as the case may be, or any portion thereof, or eighteen (18) months after January 18, 2002, whichever comes first, the Reporting Persons have granted to Mr. Brentlinger an irrevocable proxy to vote the Purchase Price Stock, and the Retained Stock if applicable, on any matter which may come before the shareholders of the Issuer for vote of the shareholders, including the right to consent to matters without a meeting of shareholders and the right to receive and waive notice of all meetings of shareholders. To the best of the Reporting Persons' knowledge, except as described in this Schedule, there are at present no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 above and between any such persons and any person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits Exhibit 1* Asset Sale and Purchase Agreement, dated as of November 16, 2001, among Dialog4 System Engineering GmbH, Berthold Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit Research Labs, Inc. and CRL Systems, Inc. Exhibit 2* Service Contract, dated November 16, 2001, by and between Circuit Research Labs, Inc. and Berthold Burkhardtsmeier. Exhibit 3* Amendment to Existing Agreements and Closing Declaration, dated as of January 18, 2002, among Dialog4 System Engineering GmbH, Berthold Burkhardtsmeier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit Research Labs, Inc. CRL Systems, Inc. and Charles Jayson Brentlinger. Exhibit 4 Stock Purchase Agreement, dated as of November 16, 2001, among Charles Jayson Brentlinger, Dialog4 System Engineering GmbH, Berthold Burkhardtsmaier, Cornelia Burkhardtsmaier and Friedrich Maier. Exhibit 5 Joint Filing Agreement * Incorporated by reference to the Issuer's report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2002. CUSIP No. 172743205 13D Page 10 of 10 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /s/ Berthold Burkhardtsmaier ------------------------------- Dialog4 System Engineering GmbH By: Berthold Burkhardtsmaier Its: Managing Director Date: 03-15-02 /s/ Berthold Burkhardtsmaier ------------------------------- Berthold Burkhardtsmaier Date: 03-15-02 /s/ Cornelia Burkhardtsmaier ------------------------------- Cornelia Burkhardtsmaier Date: 03-15-02 /s/ Friedrich Maier ------------------------------- Friedrich Maier Date: 03-15-02