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): January 26, 2012
ClearOne Communications, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Utah
(State or Other Jurisdiction of Incorporation)
| 001-33660 |
| 87-0398877 |
| (Commission File Number) |
| (I.R.S. employer identification number) |
| 5225 Wiley Post Way, Suite 500 Salt Lake City, Utah |
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84116 |
| (Address of principal executive offices) |
| (Zip Code) |
(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 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 communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 7.01 | Regulation FD Disclosure. |
On January 27, 2012, ClearOne Communications, Inc. (the “Company”) issued a press release announcing it had entered into an asset purchase agreement to acquire substantially all of the assets of Israel-based VCON Video Conferencing. The full text of the Company’s press release is furnished herewith as Exhibit 99.1.
| Item 8.01 | Other Events. |
On January 26, 2012, the Company entered into an asset purchase agreement to acquire substantially all of the assets of Israel-based VCON Video Conferencing. The agreement is subject to customary closing conditions, as well as applicable regulatory and court approvals. The Company may decline to proceed with the transaction if these conditions and approvals are not met to the Company’s satisfaction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
| Description |
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| Exhibit 99.1 |
| ClearOne Communications, Inc. Press Release, dated January 27, 2012, and furnished with this report. |
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: January 27, 2012 | By: | /s/ Zeynep Hakimoglu |
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| Zeynep Hakimoglu |
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| Chief Executive Officer |
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Exhibit 99.1
Contact:
Jeff LeFevre
Investor Relations
801-303-3438
jeff.lefevre@clearone.com
ClearOne to Acquire VCON Video Conferencing
ClearOne Enters Video Conferencing Market with the Acquisition of VCON
SALT LAKE CITY, UTAH (Jan 27, 2012) — ClearOne (NASDAQ: CLRO) today announced the acquisition of Israel-based VCON Video Conferencing, a leader in high-performance, end-to-end, software video conferencing solutions.
ClearOne entered into a definitive agreement to acquire substantially all the assets of VCON. Under the terms of the asset purchase agreement, ClearOne will pay $4.5 million in cash and will not assume any debt or cash. The acquisition is expected to close by the end of this quarter, subject to customary closing conditions, including applicable regulatory and court approvals.
VCON has established a comprehensive portfolio of industry-leading HD videoconferencing solutions comprising feature-rich room systems and desktop video applications, as well as enhanced network management and infrastructure solutions. With the acquisition of VCON, ClearOne will offer a complete suite of audio and video conferencing and collaboration solutions.
VCON brings cutting-edge software-based full HD (1080p) video conferencing technology with H.264 High Profile encoding that reduces bandwidth utilization up to 50 percent. Unique features to VCON software-based video endpoint solutions include:
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Embedded multipoint video conferencing
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Embedded SIP/H.323 bridging interoperability with all leading standards-based hardware and software video conferencing endpoints
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Built-in recording and streaming
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Built-in remote content and data sharing
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Built-in interactive multicast
"The acquisition of VCON will bring us a wealth of knowledge, technology and experience in the growing video conferencing market to complement ClearOne's leadership in audio conferencing," said Zee Hakimoglu, Chairman and CEO of ClearOne. "VCON's software-based technology opens the gate to multipoint HD video conferencing for a broad spectrum of platforms."
"ClearOne is an ideal match for VCON as it enhances the quality of video conferencing with ClearOne's HDConference™ audio processing technology and products," said Isaac Ben Ezra, CEO of VCON. "Customers, channel partners and end-users will all benefit from the strengths of these two world-class leaders as innovative technologies are brought to market."
About ClearOne
ClearOne is a global solutions company that develops and sells conferencing, multimedia streaming and connectivity systems for unified audio, video, web, and digital signage communication. The reliability, flexibility and performance of its advanced comprehensive solutions enhance the quality of life through better collaboration, education and entertainment. ClearOne products are designed for commercial and residential use, offering unprecedented levels of performance, functionality, simplicity, reliability and scalability. More information about the company can be found at www.clearone.com.
About VCON
Originally established in 1994, VCON was the first company to introduce the world's first video conferencing over IP. After it was acquired by The Emblaze Group in 2005, the company continued to introduce innovative videoconferencing products to the market, including the industry's first multipoint conferencing unit (MCU) with integrated session recording and streaming.
VCON Video Conferencing Ltd., now a privately owned company, offers standards-based systems and infrastructure, which are operated easily and intuitively over a variety of networks. More information about the company can be found online at www.vcon.com.
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