UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): December
16, 2005
ClearOne
Communications, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Utah
(State
or
Other Jurisdiction of Incorporation)
| |
0-17219
|
|
87-0398877
|
|
| |
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
| |
1825
Research Way, Salt Lake City, Utah
|
|
84119
|
|
| |
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
|
(801)
975-7200
(Registrant’s
Telephone Number, Including Zip 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:
o Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17
CFR 240.14d-2(b))
o Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
|
Item
4.01
|
Change
in Registrant’s Certifying
Accountant.
|
(a)
Dismissal of previous principal independent accountants.
(i)
As previously reported in the current report on Form 8-K filed November 2,
2005,
on October 28, 2005, KPMG LLP (“KPMG”) was dismissed as the principal
accountants for ClearOne Communications, Inc. (the “Company”) effective upon the
completion of the audit of the Company’s consolidated financial statements as of
and for the fiscal year ended June 30, 2004 and the issuance of its report
thereon, and the Company engaged Hansen, Barnett & Maxwell, A Professional
Corporation, as its new principal accountants to audit its financial statements
for the fiscal year ended June 30, 2005. KPMG completed its audit of such
financial statements and released its report with respect thereto on December
16, 2005.
(ii)
KPMG’s reports on the Company’s consolidated financial statements as of and for
the fiscal years ended June 30, 2004 and 2003, did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except as follows:
KPMG’s
report on the consolidated financial statements of the Company as of and
for the
years ended June 30, 2003 and 2002 contained a separate paragraph stating
“as
discussed in Note 3 to the accompanying consolidated financial statements,
the
consolidated balance sheets as of June 30, 2002 and 2001, and the related
consolidated statements of operations, stockholders’ equity, and cash flows for
each of the years then ended, have been restated.”
KPMG’s
report on the consolidated financial statements of the Company as of and
for the
years ended June 30, 2003 and 2002, and its report on the consolidated financial
statements of the Company as of and for years ended June 30, 2004 and 2003
each
contained a separate paragraph stating “as discussed in Note 2 to the
consolidated financial statements, the Company changed, effective July 1,
2002,
its method of accounting for goodwill and other intangible assets as required
by
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets, Statement of Financial Accounting Standard No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, and Statement
of
Financial Accounting Standard No. 141, Business Combinations.”
(iii)
The Audit Committee of the Board of Directors recommended and approved the
decision to change the Company’s principal accountants.
(iv)
In connection with the audits of the fiscal years ended June 30, 2004 and
2003,
and during the subsequent interim period through December 16, 2005, there
were
(1) no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of KPMG, would have
caused KPMG to make reference to the subject matter of the disagreements
in
connection with its reports, and (2) no events of the type listed in paragraphs
(A) through (D) of Item 304(a)(1)(v) of Regulation S-K, except as follows:
KPMG
reported in a letter to the Company's Audit Committee dated August 16, 2005
that
during its audit of the Company's consolidated financial statements as of
and
for the fiscal years ended June 30, 2003 and 2002, it noted material weaknesses
in internal controls related to: accounting for revenue recognition and related
sales returns, credit memos, and allowances; accounting for cutoff and
period-end close adjustments related to accrued liabilities and prepaid assets;
the tracking and valuation of inventory; accounting for leases; accounting
for
non-routine transactions; and the lack of personnel with adequate experience
in
preparing financial statements and related footnotes in accordance with U.S.
generally accepted accounting principles.
KPMG
reported in a letter to the Company's Audit Committee dated December 15,
2005
that during its audit of the Company's consolidated financial statements
as of
and for the fiscal years ended June 30, 2004 and 2003, it noted material
weaknesses in internal controls related to: accounting for revenue recognition
and related sales returns, credit memos, and allowances; accounting for cutoff
and period-end close adjustments related to accrued liabilities and prepaid
assets; the tracking and valuation of inventory; accounting for non-routine
transactions; the timeliness and adequacy of the monthly close process; and
the
lack of personnel with adequate experience in preparing financial statements
and
related footnotes in accordance with U.S. generally accepted accounting
principles.
The
Audit
Committee and the Company's management discussed such material weaknesses
in
internal controls with KPMG, and the Company has authorized KPMG to respond
fully to the inquiries of the Company’s new principal independent registered
accountant with respect thereto.
(v)
A
letter from KPMG LLP dated December 22, 2005 is attached as Exhibit 16.2
to this
Form 8-K/A.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
Exhibit
No.
|
|
Title
of Document
|
|
Location
|
|
16.1
|
|
Letter
from KPMG LLP to the U.S. Securities and Exchange Commission dated
November 2, 2005
|
|
8-K
Report Filed on Nov. 2, 2005
|
| |
|
|
|
|
|
16.2
|
|
Letter
from KPMG LLP to the U.S. Securities and Exchange Commission dated
December 22, 2005
|
|
This
Filing
|
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.
| |
CLEARONE
COMMUNICATIONS, INC. |
|
| |
|
|
|
| |
|
|
|
|
Date:
December 22, 2005
|
By: |
/s/
Zeynep Hakimoglu
|
|
| |
Zeynep
Hakimoglu
|
|
| |
President
and Chief Executive Officer
|
|