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):
October 1, 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 1. Changes in Control of Registrant
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 closing took
place 9/30/99.
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 purchased 187,500 shares of the
Companys authorized, but unissued Common stock at $3.05 per
share, for a total of $571,875.
By 9/30/00 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 has 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.
Mr. Brentlinger purchased all of Mr. Clarksons stock,
121,312 shares, at $3.05 per share, with $250,000 paid at
closing and the balance to be paid as determined between the
parties.
Mr. Brentlinger owns 308,812 shares of the Companys
common stock which is 51.67% of the 597,682 outstanding
shares.
Mr. Brentlinger will 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.
The Company has resumed production of its current
product lines.
On May 11, 1999, the Companys stockholders approved
dissolution of the Company. 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: September 30, 1999
Gary D. Clarkson
Chairman of the Board
