POS AM 1 fmsb2_posteffamend.txt POST-EFFECTIVE AMENDMENT TO FORM SB-2, FILE NO. 333-69712 As filed with the Securities and Exchange Commission on August 12, 2002 Registration No. 333-69712 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ POST-EFFECTIVE AMENDMENT TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ Circuit Research Labs, Inc. (Exact name of small business issuer as specified in its charter) Arizona 3663 86-0344671 (State of (Primary Standard (I.R.S. Employer Incorporation) Industrial Classification Identification No.) Code Number) 2522 West Geneva Drive Tempe, Arizona 85282 (602) 438-0888 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) _______________ Charles J. Brentlinger President and Chief Executive Officer 2522 West Geneva Drive Tempe, Arizona 85282 (602) 438-0888 (Name, address including zip code, and telephone number, including area code, of agent for service) _______________ with copies to: Joseph P. Richardson, Esq. John L. Hay, Esq. Bryan Cave LLP Gust Rosenfeld P.L.C. Two North Central Avenue, Suite 2200 201 North Central Avenue, Suite 3300 Phoenix, Arizona 85004-4406 Phoenix, Arizona 85073-3300 Telephone: (602) 364-7000 Telephone: (602) 257-7422 Fax: (602) 364-7070 Fax: (602) 254-4878 ================================================================================ Termination of Offering and Removal Of Securities from Registration Pursuant to an undertaking made in Item 28 of the Registration Statement on Form SB-2 as filed with the Securities and Exchange Commission on September 20, 2001, as amended (Registration No. 333-69712), the Registrant hereby removes from registration those shares of its Common Stock, $.10 par value per share (the "Common Stock"), constituting (1) approximately 3,855,075 shares of Common Stock underlying warrants issued to certain selling shareholders, which warrants have expired and (2) of the 708,158 shares of issued Common Stock covered by this Registration Statement, all such shares not yet sold by the selling shareholders (estimated by the Registrant to be approximately 444,762). -------------------------------------------------------------------------------- SIGNATURES In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Tempe, State of Arizona on August 12, 2002. CIRCUIT RESEARCH LABS, INC. By: /s/ C. Jayson Brentlinger ------------------------------ C. Jayson Brentlinger, President, Chairman of the Board and Chief Executive Officer In accordance with the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date -------------------------------------------------------------------------------- /s/ C. Jayson Brentlinger President, Chairman of the Board August 12, 2002 ------------------------- and Chief Executive Officer C. Jayson Brentlinger (principal executive officer) /s/ Robert W. McMartin Vice President, Treasurer and August 12, 2002 ------------------------- Chief Financial Officer Robert W. McMartin (principal financial officer) /s/ Gary D. Clarkson Vice President, Secretary, August 12, 2002 ------------------------- General Manager and Director Gary D. Clarkson * Vice President and Director August 12, 2002 ------------------------- Robert A. Orban * Director August 12, 2002 ------------------------- Phillip T. Zeni, Sr. * Director August 12, 2002 ------------------------- Carl E. Matthusen /s/ C. Jayson Brentlinger ------------------------- * By: C. Jayson Brentlinger, as attorney-in-fact