-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WE3gLlpeU+2q8pig3PSCHNwY9hOuYWp5rJTZaXx+0ygeAwNKdQjyeKG0eMSKZJRS hM9dbGOcMbsc45wkdo+LCA== 0001140361-09-013442.txt : 20090529 0001140361-09-013442.hdr.sgml : 20090529 20090529130543 ACCESSION NUMBER: 0001140361-09-013442 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090529 DATE AS OF CHANGE: 20090529 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAGLEY EDWARD D CENTRAL INDEX KEY: 0000897911 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 2350 OAK HILL LANE CITY: SALT LAKE CITY STATE: UT ZIP: 84121 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLEARONE COMMUNICATIONS INC CENTRAL INDEX KEY: 0000840715 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 870398877 STATE OF INCORPORATION: UT FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41980 FILM NUMBER: 09860317 BUSINESS ADDRESS: STREET 1: 5225 WILEY POST WAY STREET 2: SUITE 500 CITY: SALT LAKE CITY STATE: UT ZIP: 84116 BUSINESS PHONE: 8019757200 MAIL ADDRESS: STREET 1: 5225 WILEY POST WAY STREET 2: SUITE 500 CITY: SALT LAKE CITY STATE: UT ZIP: 84116 FORMER COMPANY: FORMER CONFORMED NAME: GENTNER COMMUNICATIONS CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GENTNER ELECTRONICS CORP DATE OF NAME CHANGE: 19910808 SC 13D 1 doc1.htm Schedule 13D

United States
Securities and Exchange Commission
Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934
(Amendment No. n/a )*

OMB Number
3235-0145

CLEARONE COMMUNICATIONS, INC.
(Name of Issuer): COMMON STOCK
(Title of Class of Securities): 185060100
(CUSIP Number): EDWARD DALLIN BAGLEY
EDWARD DALLIN BAGLEY
2350 OAKHILL DRIVE
SALT LAKE CITY, Utah 84121
801-573-8227
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications): December 08, 2008
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

CUSIP No.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
BAGLEY EDWARD D
00-0000000
Check the Appropriate Box if a Member of a Group (See Instructions)
SEC Use Only
Source of Funds (See Instructions)
PF
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
Citizenship or Place of Organization
U.S.

Number of Shares Beneficially Owned by Each Reporting Person With:

Sole Voting Power
2,041,764
Shared Voting Power
126,166
Sole Dispositive Power
2,041,764
Shared Dispositive Power
126,166

Aggregate Amount Beneficially Owned by Each Reporting Person
2,167,930
Check if the Aggregate Amount in Row 11 Excludes Certain Shares (See Instructions)
Percent of Class Represented by Amount in Row 11
24.2
Type of Reporting Person (See Instructions)
IN

Item 1. Security and Issuer

This statement on Schedule 13D relates to the shares of common stock, par value $.001 per share (the “Common Stock”), of ClearOne Communications, Inc., a Utah corporation (the “Company”). The Company’s principal executive offices are located at 5225 Wiley Post Way, Suite 500, Salt Lake City, Utah 84116.

Item 2. Identity and Background

Name
This statement is being filed by Edward Dallin Bagley.
Residence or Business Address
The principal place of business and the principal office of Mr. Bagley is located at 2350 Oakhill Drive, Salt Lake City, Utah 84121.
Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:
Mr. Bagley is principally self-employed as an investor and attorney.
Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case:
During the last five years, Mr. Bagley has not 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 and as a result of such proceeding has been 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.
Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order:
During the last five years, Mr. Bagley has not 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 and as a result of such proceeding has been 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.
Citizenship
Mr. Bagley is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

In November 2008, Mr. Bagley entered into a stock purchase plan whereby a broker was engaged to purchase $200,000 of Company stock per month at a purchase price of not more than $5.00 per share. Subject to these parameters, the timing and execution of all purchases were made at the sole discretion of the broker and a copy of the plan was delivered to Company. Mr. Bagley provided no other instruction or guidance to broker with respect to any of the purchases. Mr. Bagley used personal funds to fund the purchase plan.

Item 4. Purpose of Transaction

Mr. Bagley acquired the Company securities as an investment. Mr. Bagley intends to continue to purchase Company securities under the terms of the stock purchase plan referenced in Item 3. Mr. Bagley does not have any other plans or proposals which relate to any of the items identified in Item 4 of the Instructions for Schedule 13D. Notwithstanding the foregoing, the Mr. Bagley will continue to review his investments in the Company and reserves the right to change his intentions with respect to any or all of such matters.

The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
Any material change in the present capitalization or dividend policy of the issuer;
Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
Any action similar to any of those enumerated above.

Item 5. Interest in Secuirities of the Issuer

State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act;
As of May 28, 2009, Mr. Bagley beneficially owned 2,167,930 shares of the Company’s common stock, which constitutes approximately 24.2% of the outstanding common stock. Of these shares, Mr. Bagley owns 1,995,431 shares of record, owns options exercisable for 46,333 shares that are currently exercisable or become exercisable within the next sixty days, and is deemed to beneficially own 126,166 shares that are held of record by Mr. Bagley’s wife.
For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared;
Mr. Bagley is deemed to have the sole power to vote and to dispose of 2,041,764 shares of common stock (includes the shares that may be acquired pursuant to the exercise of option that are referenced in paragraph (a) of this Item 5) held in his name.
Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (§240.13d-191), whichever is less, by the persons named in response to paragraph (a).
Mr. Bagley has acquired the following shares under the stock purchase plan during the past 60 days.
Transaction Date Shares or Units Purchased (Sold) Price Per Share or Unit
03/31/2009
05/12/2009
05/15/2009
05/18/2009
10,000
54,000
35,000
11,000
$3.00
$2.50
$2.50
$2.50
If any 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.
Mr. Bagley’s wife has the power to direct the receipt of dividends on and the proceeds of sales on 126,166 shares of common stock that she holds of record and that Mr. Bagley is also deemed to beneficially own. No other person has the power to direct the receipt of dividends on or the proceeds of sales of the common stock owned by the Mr. Bagley.
If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities.
Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except for the stock purchase plan reference in Item 3 above, Mr. Bagley does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Company.

Item 7. Material to Be Filed as Exhibits

Exhibit 7.1 - Stock Purchase Plan

Signature

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.

May 28, 2009
Date: /s/ E. Dallin Bagley
Signature: E. Dallin Bagley
Name / Title

Footnotes:

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-7.1 2 misc1.htm MISCELLANEOUS EXHIBITS exhibit7-1.htm

Exhibit 7.1

Stock Purchase Plan

Clearone Communications, Inc. – Common Stock

THIS STOCK PURCHASE PLAN (the “Plan”) is executed by E. Dallin Bagley (“Bagley”), a stockholder of Clearone Communications, Inc. (“Clearone”).

Recitals

A. Bagley has decided to enter into this written plan to acquire up to $200,000 of Clearone stock per month at a purchase price of not more than $5 per share (the “Plan Shares”).

B. Bagley has engaged Wilson-Davis & Company (“Broker”) to effect purchases of the Plan Shares in accordance with this Plan.

C. Bagley acknowledges that he is not subject to any legal, regulatory or contractual restriction or undertaking that would prevent Broker from conducting purchases in accordance with this Plan and is entering into this Plan in good faith. Further, Bagley acknowledges that he beneficially owns more than ten percent (10%) of the outstanding Clearone common stock.

Agreement

In consideration of the foregoing, Bagley hereby enters into this Plan in accordance with the following terms and conditions:

1. Plan Purchases.

(a) Bagley agrees and hereby instructs the Broker to purchase Plan Shares as follows: During each calendar month calendar month beginning in November 2008 and ending in November, 2009, Broker will purchase up to an aggregate of $200,000 in Plan Shares at a purchase price of not more than $5.00 per share.

(b) All purchases of Plan Shares will be placed through or effected by Broker. The timing (within each calendar month) and execution of all purchases will be made at the sole discretion of Broker to maximize the value to Bagley, provided that in all cases the number of Plan Shares purchased and the price paid for such Plan Shares shall not exceed the amounts specified above in Section 1(a). Bagley will provide no other instruction or guidance to Broker with respect to any purchases. Broker will be provided with a copy of this Plan. Bagley will obtain from Broker an acknowledgement of the receipt of this Plan and an agreement that Broker will cease purchases at such time as Broker may become in possession of material non-public information regarding Clearone (as that phrase is used in 17 C.F.R. §240.10b-5). The number of Plan Shares purchased under this Plan will be appropriately adjusted from time to time to reflect any stock split, stock dividend, reorganization, reclassification, consolidation or similar event with respect to Clearone common stock.

(c) Notwithstanding the purchase provisions of this Plan, Bagley will cease all purchases under this Plan, and will instruct Broker to cease all purchases, promptly upon notice from the Secretary of Clearone that the independent directors of the Clearone Board of Directors have determined that purchases under this Plan must be suspended for the period determined by those Directors. In this regard, Bagley acknowledges that it may be necessary or appropriate for Clearone to instruct Bagley to suspend purchases under this Plan in connection with events, including without limitation public or private offerings of securities, mergers or acquisitions, tender offers or similar events.

(d) Broker will be instructed by Bagley to provide Clearone any information requested by Clearone in connection with Clearone's efforts to determine compliance with the terms of this Plan by Bagley and Broker. Bagley will be responsible for all filings required under Section 16 of the Securities and Exchange Act of 1934 (i.e., Form 4 filings). It is the intent of Bagley that this Plan comply with the requirements of Rule 10b5-1(c) under the Exchange Act and this Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c).

2. Term. This Plan shall become effective on the date executed by Bagley and shall terminate on the earliest to occur of: (i) November, 2009, (ii) the date on which a total of $2,000,000 in Plan Shares have been purchased in accordance with the terms of this Plan, or (iii) the death of Bagley; provided, however, that Bagley may terminate this Plan at any time upon written notice delivered to Broker with a copy to the Secretary of Clearone.

3. Covenants. Bagley acknowledges and agrees that he will not exert any influence over how, when or whether to effect purchases of Plan Shares subsequent to the effective date of this Plan and during the time period the Plan remains in effect. This Plan in no way limits or restricts Bagley from purchasing or selling Clearone securities outside of the Plan so long as such purchases and/or sales are done in compliance with applicable securities laws.

4. Filing of Plan. Bagley agrees to file a copy of this Plan with the Secretary of Clearone. Bagley further acknowledges and agrees that a copy of this Plan may be filed by Clearone with the Securities and Exchange Commission ("SEC") and disclosed in reports filed by Clearone with the SEC.

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Transaction Date	Shares or Units Purchased (Sold)	Price Per Share or Unit
03/31/2009 05/12/2009 05/15/2009 05/18/2009	10,000 54,000 35,000 11,000	$3.00 $2.50 $2.50 $2.50