FORM 8 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
June 29, 1999
CIRCUIT RESEARCH LABS, INC.
(Exact Name of Registrant as specified in its Charter)
Arizona
(State or other jurisdiction of incorporation)
0-11353 86-0344671
Commission IRS
File Employer
Number Identification No.
2522 West Geneva Drive
Tempe, Arizona 85282
(Address of principal executive offices)
(602) 438-0888
(Registrants telephone number)
Item 5. Other Events
On June 28, 1999 Circuit Research Labs, Inc, (the Company)
and Mr. Gary Clarkson (Chairman of the Board, President and
CEO of the Company) entered into an agreement to sell to Mr.
Charles Jayson Brentlinger the controlling interest in
Circuit Research Labs, Inc. The transaction is subject to
customary conditions and is expected to close on or before
September 30, 1999.
The Company is an Arizona corporation authorized to issue
500,000 shares of Preferred stock and 20,000,000 shares of
Common stock. No Preferred stock has been issued or is
outstanding. Of the Common stock, 597,682 shares have been
issued, of which 288,870 are held by the public, 121,312 are
held by Mr. Gary Clarkson, 187,500 are held as treasury
stock. All previously issued options to purchase shares of
the Company have expired.
Mr. Brentlinger will purchase 187,500 shares of the
Companys authorized, but unissued Common stock at $3.05 per
share, for a total of $571,875. Mr. Brentlinger has paid
$300,000 cash, with the balance to be paid on closing,
September 30, 1999.
Within one year of closing Mr. Brentlinger will purchase an
additional 171,250 shares of the Companys common stock at
$2.50 per share cash for a total of $428,125.
Mr. Brentlinger will have a 5 year option to purchase an
additional 500,000 shares of the Companys common stock for
$2.50 per share cash for a total of $1,250,000.
At the closing Mr.Brentlinger will purchase all of
Mr.Clarksons stock, 121,312 shares, at $3.05 per share,
with $250,000 to be paid at closing and the balance to be
paid as determined between the parties.
At closing Mr. Brenlinger will own 308,812 shares of the
Companys common stock which is 51.67% of the 597,682
outstanding shares.
Mr. Clarkson has resigned as President and Chief Executive
Officer of the Company and has been replaced by Mr.
Brentlinger. Mr. Clarkson will remain with the Company as an
Advanced Product Engineer, under a 3 year employment
contract, and will remain as Chairman of the Board. After
closing, Mr. Brentlinger shall be appointed to the Board of
Directors of the Company, to serve a term to expire at the
next meeting of shareholders duly called to elect a Board of
Directors
Mr. Brentlinger is President and owner of Rainbow
Broadcasting Inc. and Brentlinger Broadcasting, Inc. Rainbow
Broadcasting is the owner of radio station KBZG and is
purchasing radio station KESP, both of Phoenix, Arizona.
Brentlinger Broadcasting, Inc. is the owner of KBZR Radio
in Arizona City, Arizona. In April 1999 Brentlinger
Broadcasting Inc. entered into an agreement with Big City
Broadcasting for the sale of KBZR. Mr. Brentlinger
previously sold radio station KPTY Gilbert Arizona, to New
Planet Radio. Mr. Brentlinger has over 26 years of
experience in the radio industry.
Mr. Brentlinger intends to resume production of the
Compants current product lines immediately. Mr.
Brentlingers plans for the future include a new management
team, implementation of an aggressive marketing plan, new
product development and acquisitions.
On May 11, 1999, the Companys stockholders approved
dissolution of the Company. When this Agreement with Mr.
Brentlinger closes, the Board of Directors, pursuant to its
authority under Arizona Law , will vote not to dissolve the
Corporation, but to continue in business, as set forth
above.
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.
CIRCUIT RESEARCH LABS,
INC.
Date: June 29, 1999
Gary D. Clarkson
Chairman of the Board
