10QSB/A 1 fm10qsba1_2ndqtr2003.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 10-QSB/A AMENDMENT NO. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ________________ Commission File No.: 0-11353 CIRCUIT RESEARCH LABS, INC. (Exact name of small business issuer as specified in its charter) ARIZONA 86-0344671 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1330 W. Auto Drive, Tempe, Arizona 85284 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (602) 438-0888 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No The number of shares outstanding of each class of our common equity as of August 14, 2003 is as follows: Class of Common Equity Number of Shares ---------------------- ---------------- Common Stock, par value $.10 3,891,335 EXPLANATORY NOTE: The registrant is amending "Item 6. Exhibits and Reports on Form 8-K" of its quarterly report on Form 10-QSB for the quarter ended June 30, 2003 (the Form 10-QSB Report), which Form 10-QSB Report was filed with the Commission on August 14, 2003. This amendment includes the new forms of the executive officer and financial officer certifications pursuant to Sections 302 and 906 of the Sarbanes Oxley Act of 2002, as provided for in the Commission's Release No. 33-8238 dated June 5, 2003. The registrant inadvertently included the old forms of such certifications in the Form 10-QSB Report. The Form 10-QSB Report is amended as follows: a. Item 6 of the Form 10-QSB Report is deleted in its entirety and replaced by the following Item 6, and b. The Certifications dated August 14, 2003 of the registrant's chief executive officer and its chief financial officer, which were filed as pages immediately following the signature page of the Form 10-QSB, are deleted and Exhibits 99.1 and 99.2 filed as part of the Report on Form 10-QSB are deleted, and the foregoing deleted Certifications and Exhibits are replaced by Exhibits 31.1, 31.2, 32.1 and 32.2, respectively, filed herewith. 2 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit Number Description 2.1(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. 10.1(1) Amendment to Existing Agreements and Closing Declaration, dated as of January 18, 2002, among Dialog4 System Engineering GmbH, Berthold Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit Research Labs, Inc., CRL Systems, Inc. and Charles Jayson Brentlinger 10.2(2) Second Amendment to Existing Agreements and Closing Declaration, dated as of March 26, 2002, among Dialog4 System Engineering GmbH, Berthold Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit Research Labs, Inc., CRL Systems, Inc. and Charles Jayson Brentlinger 10.3(3) Second Amendment to Credit Agreement, dated as of May 1, 2002, by and among Circuit Research Labs, Inc., as Parent, CRL Systems, Inc. as Borrower, and Harman Acquisition Corporation (formerly known as Orban, Inc.), as Lender 10.4(3) Second Amended and Restated Tranche A Note, dated as of May 1, 2002, from CRL Systems, Inc. to Harman Acquisition Corporation (formerly known as Orban, Inc.) in the amount of $5,000,000 10.5(3) Second Amended and Restated Tranche B Note, dated as of May 1, 2002, from CRL Systems, Inc. to Harman Acquisition Corporation (formerly known as Orban, Inc.) in the amount of $3,500,000 10.6(4) Form of Circuit Research Labs, Inc. Stock Option Agreement 99.1(5) Letter Agreement between Circuit Research Labs, Inc. and Harman Acquisition Corp. dated as of March 27, 2003 99.2(6) Letter Agreement among Circuit Research Labs, Inc., CRL Systems, Inc. and Harman Acquisition Corp. dated as of May 16, 2003 31.1 Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-B. (Filed herewith). 31.2 Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-B. (Filed herewith). 32.1 Certification of Chief Executive Officer pursuant to item 601(b)(32) of Regulation S-B. (Filed herewith). 32.2 Certification of Chief Financial Officer pursuant to item 601(b)(32) of Regulation S-B. (Filed herewith). (1) Incorporated by reference to the Registrant's Report on Form 8-K dated February 4, 2002. (2) Incorporated by reference to the Registrant's Report on Form 10-KSB for the fiscal year ended December 31, 2001. (3) Incorporated by reference to the Registrant's Report on Form 8-K dated May 13, 2002. (4) Previously filed with the Registrant's Form 10-QSB for the first quarter ended March 31, 2002. (5) Incorporated by reference to the Registrant's Report on Form 8-K dated April 1, 2003. (6) Previously filed with the Registrant's Form 10-QSB for the first quarter ended March 31, 2003. (b) During the three months ended June 30, 2003, the Registrant filed the following reports on Form 8-K: Form 8-K (Item 7 and 9) filed on April 1, 2003 announced a letter agreement between the Registrant and Harman Acquisition Corp. 3 SIGNATURES In accordance with 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 thereunto duly authorized. CIRCUIT RESEARCH LABS, INC. Dated: August 20, 2003 By: /s/ Robert W. McMartin -------------------------------- Robert W. McMartin Vice President, Treasurer and Chief Financial Officer 4 EXHIBIT INDEX Exhibit Description Number 2.1(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. 10.1(1) Amendment to Existing Agreements and Closing Declaration, dated as of January 18, 2002, among Dialog4 System Engineering GmbH, Berthold Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit Research Labs, Inc., CRL Systems, Inc. and Charles Jayson Brentlinger 10.2(2) Second Amendment to Existing Agreements and Closing Declaration, dated as of March 26, 2002, among Dialog4 System Engineering GmbH, Berthold Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit Research Labs, Inc., CRL Systems, Inc. and Charles Jayson Brentlinger 10.3(3) Second Amendment to Credit Agreement, dated as of May 1, 2002, by and among Circuit Research Labs, Inc., as Parent, CRL Systems, Inc. as Borrower, and Harman Acquisition Corporation (formerly known as Orban, Inc.), as Lender 10.4(3) Second Amended and Restated Tranche A Note, dated as of May 1, 2002, from CRL Systems, Inc. to Harman Acquisition Corporation (formerly known as Orban, Inc.) in the amount of $5,000,000 10.5(3) Second Amended and Restated Tranche B Note, dated as of May 1, 2002, from CRL Systems, Inc. to Harman Acquisition Corporation (formerly known as Orban, Inc.) in the amount of $3,500,000 10.6(4) Form of Circuit Research Labs, Inc. Stock Option Agreement 99.1(5) Letter Agreement between Circuit Research Labs, Inc. and Harman Acquisition Corp. dated as of March 27, 2003 99.2(6) Letter Agreement among Circuit Research Labs, Inc., CRL Systems, Inc. and Harman Acquisition Corp. dated as of May 16, 2003 31.1 Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-B. (Filed herewith). 31.2 Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-B. (Filed herewith). 32.1 Certification of Chief Executive Officer pursuant to item 601(b)(32) of Regulation S-B. (Filed herewith). 32.2 Certification of Chief Financial Officer pursuant to item 601(b)(32) of Regulation S-B. (Filed herewith). (1) Incorporated by reference to the Registrant's Report on Form 8-K dated February 4, 2002. (2) Incorporated by reference to the Registrant's Report on Form 10-KSB for the fiscal year ended December 31, 2001. (3) Incorporated by reference to the Registrant's Report on Form 8-K dated May 13, 2002. (4) Previously filed with the Registrant's Form 10-QSB for the first quarter ended March 31, 2002. (5) Incorporated by reference to the Registrant's Report on Form 8-K dated April 1, 2003. (6) Previously filed with the Registrant's Form 10-QSB for the first quarter ended March 31, 2003. 5