SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
Circuit Research Labs, Inc.
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(Name of Issuer)
Common Stock $.10 par value
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(Title of Class of Securities)
17274320
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(CUSIP Number)
John Hay
Gust Rosenfeild PLC
201 N. Central Ave, Suite 3300
Phoenix, Arizona 85073
(602)257-7422
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 28, 1999
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(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
- ----------
(1) 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 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).
(SC13D-07/98)
<PAGE>
CUSIP No. 13D Page of Pages
17274320
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles Jayson Brentlinger
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 480,062 shares under contract to purchase
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 480,062 shares under contract to purchase
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
480,062 shares under contract to purchase but are not presently
owned by reporting person
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.43
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
CUSIP No. 13D Page of Pages
17274320
________________________________________________________________________________
Item 1. Security and Issuer.
This statement relates to common stock of Circuit Research Labs, Inc., an
Arizona corporation, whose principal executive office is located at 2522 West
Geneva Drive, Tempe, Arizona 85282.
________________________________________________________________________________
Item 2. Identity and Background.
The following information is submitted with respect to the person filing this
statement:
(a) Charles Jayson Brentlinger, an individual.
(b) Residence Address: 8402 East Jenan Drive, Scottsdale, Arizona 85260.
(c) Executive Officer, Brentlinger Broadcasting, Inc., 7434 East Stetson
Drive, Suite 255, Scottsdale, Arizona 85251.
(d) Mr. Brentlinger has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Mr. Brentlinger has not, during the last five years, been 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.
(f) Mr. Brentlinger is a citizen of the United States.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
The consideration used and to be used to make the purchases will be the
Private funds of Mr. Brentlinger. Mr. Brentlinger borrowed from an individual
a portion of the $300,000 payment made at the time he entered into the Stock
Purchase Agreement by which he agreed to purchase the stock. Mr. Brentlinger
is obligated to repay that loan with his personal funds. Mr. Brentlinger does
not anticipate the need to borrow any other funds to complete the purchases of
stock for which he is obligated or to exercise the options to purchase which
have been granted to him.
________________________________________________________________________________
Item 4. Purpose of Transaction.
Mr. Brentlinger is purchasing the stock of the issuer for the purpose of
Acquiring control of the issuer and causing it to reenter the business of
manufacturing specialty audio and broadcasting equipment for radio stations.
He intends to cause the issuer to rescind the existing resolution to dissolve.
He intends to become a member of the board of directors and an officer, but
does not intend to request any other changes in the membership of the board
of directors or in the officers.
He does not intend to request any changes in the corporate structure or
capitalization of the issuer except those changes which are occasioned by his
purchase of the issuer's stock.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
Mr. Brentlinger currently owns no shares of the issuer. He has entered into a
Stock Purchase Agreement, a copy of which is attached as Exhibit A, by which he
has agreed to purchase, subject to the terms and conditions contained therein, a
total of 480,062 shares of the issuer, which would then constitute 62.43 percent
of the outstanding shares of the issuer. In addition, he will receive options
to purchase an additional 500,000 shares of the issuer, which, if exercised in
full, would cause him to own 77.24 percent of the outstanding shares of the
issuer.
Mr. Brentlinger has no power to vote or to direct the vote of any shares of the
issuer until he has purchased them. He has not effected any transactions in the
shares of the issuer in the last 60 days. No other person has or will have the
right to receive or the power to direct the receipt of dividends from or the
proceeds from the sale of the shares.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Mr. Brentlinger has the right and obligation to purchase shares of the issuer
pursuant to the Stock Purchase Agreement which is Exhibit A to this Agreement.
Mr. Brentlinger has entered into a Stock Option Agreement by which he has
granted an individual the right to purchase from him up to 10,000 shares of
the stock of issuer, if and when acquired by Mr. Brentlinger, at any time
during the next three years. Mr. Brentlinger has no other contracts,
arrangements, understandings or relationships with respect to the securities
of the issuer.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
Attached as Exhibit A is the Stock Purchase Agreement by which Mr. Brentlinger
has agreed to purchase stock of the issuer and by which the issuer and a
principal stockholder have agreed to sell that stock.
________________________________________________________________________________
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.
July 7, 1999
----------------------------------------
(Date)
/s/ Charles Jayson Brentlinger
----------------------------------------
(Signature)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
EXHIBIT A
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is dated as of this 23rd
day of June, 1999, and is by and among Charles Jayson Brentlinger ("Brentlinger"
or "Buyer"), Circuit Research Labs, Inc., an Arizona corporation (the "Company"
or "CRL"), and Gary D. Clarkson ("Clarkson") (the Company and Clarkson are
sometimes referred to herein collectively as "Sellers").
RECITALS:
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 Gary
Clarkson, 187,500 are held in Treasury stock. All previously issued options to
purchase shares of the Company have expired.
Clarkson is the Chief Executive Officer of the Company, and owns 121,312 shares
of common stock of the Company.
Brentlinger wishes to purchase the common stock of the Company owned by
Clarkson, to purchase the common stock held in the treasury of the Company
or newly issued common stock, and to be enabled to invest in additional
common stock of the Company in the future. The Board of Directors of the
Company has determined that it would be in the best interests of the
Company and its stockholders for Brentlinger to purchase the shares so long
as Brentlinger is obligated to make future investments in the Company.
AGREEMENTS:
In consideration of the recitals and mutual agreements contained herein,
the parties agree:
1. The Clarkson Stock. Brentlinger agrees to purchase and Clarkson agrees to
sell 121,312 shares of common stock of the Company (the "Clarkson Stock") for a
purchase price of $3.05 per share, or $370,001.60 in the aggregate. The
purchase price for the Clarkson Stock shall be payable $250,000.00 cash at
Closing, with the balance of $120,001.60 to be deferred on terms agreed to
by Brentlinger and Clarkson at or prior to closing.
2. The Treasury Stock. Brentlinger agrees to purchase and the Company agrees
to sell the 187,500 shares of common stock of the Company currently held in the
treasury of the Company or the same number of newly issued shares of common
stock of the Company, or a combination of both (the "Treasury Stock"), as may be
determined by the Company, for a purchase price of $3.05 per share, or
$571,875.00 in the aggregate. The purchase price for the Treasury Stock shall
be payable in full in cash at Closing.
3. The New Shares. Brentlinger agrees to purchase within one year of the
Closing Date and the Company agrees to sell 171,250 additional shares of
authorized but unissued common stock of the Company (the "New Shares") for a
purchase price of $2.50 per share, or $428,125.00 in the aggregate. Brentlinger
may purchase the New Shares in such amounts and on such dates as he may
determine within the one year period, provided that he shall purchase all of
the new shares within the one year period. On each date on which Brentlinger
purchases any of the New Shares, he shall pay the purchase price in cash for
the shares purchased on that date.
4. The Option Shares. On the Closing Date, the Company shall grant
Brentlinger an option to purchase an additional 500,000 shares of authorized
but previously unissued common stock of the Company (the "Option Shares") at a
purchase price of $2.50 per share. The options shall extend for five years,
shall be exercisable in part from time to time, and shall call for the payment
of the purchase price in full in cash for the shares actually purchased on the
dates of purchase.
5. Earnest Money Deposit. Upon execution of this Agreement by all parties,
Brentlinger shall deposit with the Company $300,000.00 cash (the "Earnest
Money") to be used as a partial payment for the Treasury Stock at Closing.
In the event Closing does not occur, the Earnest Money shall be retained by
the Company, unless the reason for the failure of the Closing to occur was
entirely or partially caused by the non-performance or breach by the Company
or Clarkson, in which case the $300,000.00 shall be returned to Brentlinger
upon the happening of the breach or non-performance. Brentlinger shall
notify the Company of such non performance or breach by the Company or
Clarkson and Company or Clarkson shall have 30 day to cure such non
preformance or breach.
6. Closing. The Closing Date of the Transactions shall be September 30, 1999,
or such earlier date to which the parties agree. At the Closing, Brentlinger
shall deliver to Clarkson and the Company, as the case may be, the remaining
cash due at Closing, and the Company and Clarkson shall deliver to
Brentlinger share certificates representing the shares of common stock of the
Company purchased by Brentlinger, together with assignments sufficient to
enable Brentlinger to cause the shares to be registered in his name. In
addition, the parties shall deliver at closing any other documents required
by this Agreement to be delivered at Closing.
7. Representations and Warranties of Sellers. To induce Brentlinger to
purchase the Clarkson Stock, the Treasury Stock and the New Shares, and to
acquire an option to purchase the Option Shares, the Company and Clarkson
represent and warrant as follows:
7.1 Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Arizona and has all
requisite corporate power and authority to own, lease and operate its properties
and to carry on its business as now being conducted, and is duly qualified and
in good standing to do business in each jurisdiction in which the nature of its
business or the ownership of its properties makes such qualification necessary.
7.2 Capitalization. The authorized, issued and outstanding capital stock of
the Company is as set forth in the Recital sections of this Agreement. As of
the Closing, there will be no shares of the Company reserved for any purpose
except for this agreement. All Shares owned by Clarkson are validly issued,
fully paid, non-assessable and free of preemptive rights, and are held by the
owners thereon, free of any lien, encumbrance, security interest, claim,
charge, option, call or other right in favor of any person (other than the
rights of the Buyer pursuant to this Agreement). There is no other existing
option, warrant, call, subscription, right or other agreement or commitment
obligating the Company to issue shares of its capital stock.
7.3 Authority Relative to this Agreement; Consents and Approvals; No Violation.
(a) The Company has the full corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder. The execution
and delivery of this Agreement has been duly authorized by the Company's Board
of Directors, and no other corporate proceeding is necessary to authorize this
Agreement or the transactions described herein (the "Transactions"). This
Agreement has been validly executed and delivered by the Company and constitutes
a valid and binding obligation of the Company, except to the extent that the
binding nature thereof may be subject to the limitations which might result from
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to creditors' rights now or hereafter in effect, and except for the
limitations on the remedy of specific performance and other forms of
equitable relief. No permit, authorization, consent or approval of, or
declaration or filing with any public body or authority is necessary for the
lawful, proper and valid consummation by the Company of the Transactions.
The execution and delivery of this Agreement and the consummation of the
Transactions, do not and will not violate any provision of the Company's
Articles of Incorporation or Bylaws, any statute, rule or regulation, any
order or decree of any public body or authority by which the
Company or any of its properties, is bound or violate, conflict with, result in
a breach of, or constitute (with or without due notice or lapse of time) a
default under, or create or give rise to any right or obligation to cancel or
terminate, any license, franchise, permit, indenture, agreement or other
instrument to which either the Company is a party, or by which the Company or
any of its properties is bound, and which is material to the business of the
Company taken as a whole.
(b) Clarkson has all right, power and authority to execute and deliver this
Agreement and to consummate the Transactions. This agreement has been validly
executed and delivered by Clarkson and constitutes his valid and binding
obligation, except to the extent that the binding nature thereof may be subject
to the limitations which might result from bankruptcy, insolvency,
reorganization,
moratorium or other similar laws relating to creditors' rights now or hereafter
in effect, and except for the limitations on the remedy of specific performance
and other forms of equitable relief. No permit, authorization, consent or
approval of or declaration or filing with any public body or authority is
necessary for the lawful, proper and valid consummation by Clarkson of the
Transactions. The execution and delivery of this Agreement, and the
consummation of the Transactions, by Clarkson do not and will not violate any
statute, rule or regulation, any order or decree of any public body or
authority, or conflict with, result in a breach or constitute (with or
without due notice or lapse of time) a default under any agreement or other
instrument to which Clarkson is a party or by which he is bound.
7.4 Financial Statements. The Company and Clarkson have previously furnished
to Purchaser a true and complete copy of the Company's balance sheets as of
December 31 for each of the years 1994 through 1998, and the related statements
of earnings and cash flow for the periods then ended (collectively, the "Company
Financial Statements"), as audited by Deloitte & Touche LLP. The Company and
Clarkson also furnished the Purchaser unaudited financial statements for the
First Quarter ended March 31, 1999 and the two 8K,s filed on January 25, 1999
and March 8, 1999. The Company Financial Statements fairly present the position
of the Company and the results of its operations for the periods or as of the
dates therein set forth, in accordance with generally accepted accounting
principles. The accounting principles used in each of the Company Financial
Statements have been consistently applied during the period involved (except
as noted therein).
7.5 Tax Matters. The Company has filed all tax returns which are
required to be filed and have paid all taxes due and payable (or claimed to be
due and payable by all federal, state, county, local, foreign or other taxing
authorities). The federal income tax returns of the Company have not been
examined for any year, and the Company has not given or been requested to
give a waiver of any statute of limitations relating to the payment of
federal, state, county, local, foreign or other taxes for taxable periods
which are still open. All taxes and other assessments and levies which the
Company is required by law to withhold or collect have been duly withheld or
collected and to the extent required have been paid over to the proper
governmental authorities or are held in separate bank accounts for such
purposes. The Company has never filed a consolidated income tax return
with any person. Extensions for the 1998 state and federal income tax
returns have been filed. The final 1998 returns are in preparation.
7.6 Changes Since December 31, 1998 Company Financial Statements. Since
December 31, 1998, there has not been:
(a) any declaration or payment of any dividend or other distribution
(whether payable in cash, stock or in kind) by the Company with respect to any
capital stock or other securities;
(b) any amendment to the Articles of Incorporation or Bylaws of the
Company;
(c) any material controversy or unsettled grievance pending or, to the
knowledge of Sellers; threatened, between the Company and any employee of
the Company or a collective bargaining organization representing or seeking to
represent any such employee, or any negotiation or execution by the Company
of any collective bargaining agreement with respect to its employees;
(d) any cancellation of any debt owed to, or claim of, the Company other
than in the ordinary course of business.
7.7 Valuation of Stock. The Board of Directors has determined that the
prices to be paid by Buyer for the Treasury Stock and the New Stock are
adequate, fair, just, and equitable to the other shareholders of the Company.
7.8 No Untrue Statement. No representation or warranty by Sellers in this
Agreement or any certificate, exhibit, schedule or list furnished or to be
furnished to the Buyer pursuant to the terms of this Agreement contains or
will contain any untrue statement of a material fact, or omits or will omit to
state a material fact necessary to make the statements contained herein or
therein, in light of the circumstances in which they are made, not misleading.
In the event any such representation or warranty is discovered to contain any
material misstatement or omission, Sellers shall advise Buyer of such
misstatement or omission. By advising Buyer of any such misstatement or
omission, Sellers shall not be relieved of any liability which may arise
under this Agreement for breach of any representation or warranty.
8. Representations and Warranties of Buyer. To induce Sellers to sell the
Clarkson Stock, the Treasury Stock and the New Shares, and to grant an
option to purchase the Option Shares, Brentlinger represents and warrants as
follows:
8.1 Investment Intent. Brentlinger is acquiring the Clarkson Stock, the
Treasury Stock and the New Shares with intent to invest therein and without
intent to distribute or redistribute the shares. Brentlinger is aware that
all such shares, when acquired by him, may be restricted as to resale by the
provisions of the Securities Act of 1933, the Securities Exchange Act of
1934, the Arizona Securities Act, and other applicable laws. Brentlinger
agrees that he will not sell or transfer any of the shares of the Company
acquired by him without providing to the Company an opinion from counsel
acceptable to the Company that such sale or transfer can be effected without
violation of any applicable securities laws.
8.2 Authority. This Agreement has been duly and validly executed and
delivered by Brentlinger and constitutes a valid and binding obligation of
Brentlinger except to the extent that the binding nature thereof may be
subject to the limitations which might result from bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to creditors' rights
now or hereafter in effect, and except for the limitations on the remedy of
specific performance and other forms of equitable relief. No permit,
authorization, consent or approval of, or declaration or filing with any
public body or authority is necessary for the lawful, proper and valid
consummation by Brentlinger of the Transactions.
The execution and delivery of this Agreement and the consummation of the
Transactions, do not and will not violate any provision of any statute, rule
or regulation, any order or decree of any public body or authority by which
Brentlinger or any of his properties is bound or violate, conflict with,
result in a breach of, or constitute (with or without due notice or lapse of
time) a default under, or create or give rise to any right or obligation to
cancel or terminate, any license, franchise, permit, indenture, agreement or
other instrument to which Brentlinger is a party, or by which Brentlinger or
any of his properties is bound.
9. Conduct of the Business of Company After Execution of this Agreement.No
employees of the Company shall be terminated without the express consent of
Brentlinger. The Company shall not discontinue any line of business or
enter into any new line of business without the express consent of
Brentlinger. The Company shall cause all tax returns and securities reports
which come due to be prepared and filed and all taxes owing to be paid.
Clarkson shall resign as President, Chief Executive Officer of the Company.
Brentlinger shall be employed by the Company as Chief Executive Officer and
President at a salary of $7,000 per month.
10. Conduct of the Business of the Company After Closing. After Closing,
Brentlinger shall be employed by the Company as Chief Executive Officer and
President at a salary not to exceed $125,000 per year for the first three
years following closing, and 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. Upon request of Brentlinger, the
Company will convene a special meeting of shareholders for the purpose of
electing a new Board of Directors.
10.1 Employment and Compensation. Subject to direction by the Board of
Directors and those persons authorized by the Board to be in charge of
personnel matters, the Company will retain its existing employees, and will hire
new employees as the Board and officers feel are warranted by any expansion of
theCompany's business. Salaries and benefits for management and other
employees of the Company shall remain consistent with industry compensation
standards and will not exceed industry compensation standards.
10.2 Products and Business. Buyer and Sellers contemplate that the Company
will acquire and begin manufacture and sale of additional products and product
lines, to be recommended by Brentlinger. Such changes shall be subject to
review and approval of the Board of Directors.
10.3 Tax and Securities Filings. The Company shall continue to timely file
alltax returns and securities law filings which become due and shall pay all
taxes imposed on it in a timely fashion. The Company shall withdraw or amend
all filings related to a proposed dissolution of the Company and shall file
documents as necessary to reflect the intention of the Company to continue in
business.
10.4 Stockholders Meeting. At the first stockholders meeting following the
Closing, the Board of Directors shall place on the agenda a resolution to
rescind the previously approved resolution approving dissolution of the Company,
and the Board of Directors shall recommend adoption of such resolution.
10.5 Term of this Section. The agreements contained in this Section 10
shall extend for a term of three years from the date of the Closing and shall
then expire.
11. Conditions Precedent for the Purchaser to Close. The obligations of the
Purchaser to Close and otherwise effect this Transaction shall be subject to
the fulfillment at or prior to the Closing Date of each of the following
conditions:
11.1 Accuracy of Representations and Warranties. All representations and
warranties of the Sellers contained herein or in the exhibits, schedules or
documents attached hereto or described herein or otherwise made in writing
pursuant to this Agreement shall be true and correct as of the Closing, with
the same force and effect as though made at and as of the Closing, except for
changes contemplated or permitted by this Agreement. If at or prior to the
Closing any Seller shall supplement any schedule to this Agreement, such
schedule, as supplemented, and all matters referred to or disclosed therein,
shall be satisfactory to the Purchaser in the exercise of his good faith
judgment.
11.2 Absence of Actions or Proceedings. There shall be no action or proceeding
by or before any court, other governmental body or arbitration tribunal which
shall seek to restrain, prohibit or invalidate any of the Transactions, or
which, as a result of the Transactions, might affect the right of the Company to
carry on its business substantially as now conducted, unless the existence of
theconditions results in whole or in part from activities of the Company
undertaken under the direction of Brentlinger as Chief Executive Officer of the
Company or otherwise results from the actions of Brentlinger.
12. Expenses. Each party shall bear all expenses incurred by such party in
connection with negotiating, documenting, consummating or investigating the
Transactions.
13. Extension; Waiver. The parties hereto may extend the time for or waive
the performance of any of the obligations of any parties hereto, waive any
inaccuracies in the representations or warranties of any parties hereto, or
waive compliance by any parties hereto with any of the covenants or
conditions contained in this Agreement. Any such extension or waiver shall be
in writing and signed by the appropriate parties. No such waiver shall operate
or be construed as a waiver of any subsequent act or omission of any parties
hereto.
14. Notices. Any notice to a party pursuant to this Agreement shall be given
by one of the following means: (a) certified or registered mail, postage
prepaid, (b) private courier or express service requesting evidence of receipt
as a part of its service, or (c) by telecopy, with a copy to also be given by
first class mail, postage prepaid, or by any means permitted by claims
(a) or (b), above. Notices shall be given to the parties at the following
addresses:
(a) if to the Purchaser:
Charles J. Brentlinger
8402 East Jenan Drive
Scottsdale, AZ 85260
Telecopy #:480.368.7023
(b) if to the Company:
Circuit Research Labs, Inc.
2522 West Geneva Drive
Tempe, AZ 85282
Attn: Dennis Drew
If to Clarkson:
Gary D. Clarkson
Circuit Research Labs, Inc.
2522 West Geneva Drive
Tempe, AZ 85282
15. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Arizona applicable in the case of
contracts to be performed in such state.
16. Binding Effect. Upon execution hereof by all parties hereto, this
Agreement shall inure to the benefit of, and be binding on and enforceable
against the heirs, legal representatives, successors and assigns of the
parties hereto.
17. Entire Agreement. This Agreement (including the exhibits hereto) and the
documents and schedules delivered pursuant hereto, and the other agreements
contemplated or required hereby, constitute the entire Agreement and
understanding between the parties with respect to the subject matter hereof, and
supersedes any prior agreement and understandings relating to the subject
matter hereof. This Agreement may only be modified or amended by a written
instrument executed by all parties hereto. Notwithstanding the foregoing,
in the event the Closing does not occur, any prior agreement with respect to
confidentiality of information furnished by any party shall continue to be
binding on all parties thereto.
18. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute but one and the same instrument.
19. Attorneys' Fees; Costs of Litigation. If any legal action or any other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default, or misrepresentation in connection with any
of the provisions of this Agreement, the successful or prevailing party or
parties shall be entitled to recover reasonable attorneys' fees and other costs
incurred in that action or proceeding, in addition to any other relief to which
it or they may be entitled.
20. Headings. The subject headings of the paragraphs and sections of this
Agreement are included for purposes of convenience only and shall not affect
the construction or interpretation of any of its provisions.
21. Right to Supplement Schedules. Each party hereto shall have the right
to supplement any schedule to this Agreement which relates to any
representation, warranty or disclosure made by such party pursuant to this
Agreement. Any such supplement to a schedule shall be delivered to all other
parties hereto at least two business days prior to the Closing and shall be
accompanied by true and complete copies of all agreements, instruments or
other documents or items referred to therein.
DATED as of this 23rd day of June, 1999.
CIRCUIT RESEARCH LABS,
INC.
By: /s/ Erle M.
Constable
its Director
By: /s/ Gary D.
Clarkson
By: /s/ Charles Jayson
Brentlinger
