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 15, 2000
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
Tempe, AZ and San Leandro, CA-June 15, 2000-Circuit Research
Labs, Inc. (CRL) ("OTC/BB":CRLI) announced today that it has
finalized its acquisition of Orban from Harman International
Industries, Inc. CRL and Orban will continue to operate
from their current facilities and keep their separate brand
identities but will operate together as the publicly traded
company, Circuit Research Labs, Inc.
CRL, located in Tempe, Arizona, with 12 employees and OVER
$1 million in annual sales, produces and markets high-
quality electronic audio processing, transmission encoding,
and noise reduction equipment for the radio, television and
pro audio markets. The Company was founded in 1974 by Gary
Clarkson and the late Ron Jones. Clarkson sold his majority
interest in CRL to Brentlinger in July 1999.
Orban, located in San Leandro, California with 75 employees
and sales of $15M is known worldwide for its standard-
setting line of OPTIMOD digital audio processors and also
manufactures the Audicy digital audio workstation. Orban was
founded in 1970 and was privately held by Robert Orban and
the late John Delantoni. It was sold in 1989 to the U.S.
division of AKG Acoustics, which was acquired by Harman
International in 1994.
The purchase price was $10.5 million, $2 million of which
was paid in cash, the balance a combination of short term
and long term seller financing. The purchase price was
determined by arms length negotiations.
The $2 million cash was comprised of $598,386 cash from
Circuit Research Labs, $965,800 raised through a private
placement of Circuit Research Labs, Inc. stock, $150,000 in
stock options exercised by Charles Jayson Brentlinger, and
$323,814 through a mortgage on Circuit Research Labs, Inc.
Tempe, Arizona office building.
The debt consists of a $3.5M short term note to Harman
International Industries, Inc. and a $5M long term note to
Harman International Industries, Inc.
All required financial statements and exhibits shall be
furnished in an amendment within 60 days in accordance with
the provisions of Item 601 of Regulation S-K.
This Form 8K contains "forward-looking" statements within
the meaning of the Private Securities Litigation Reform Act
of 1995. Management's anticipation of future events is based
upon assumptions regarding levels of competition, research
and development results, raw material markets, the markets
in which the Company operates, and stability of the
regulatory environment. Any of these assumptions could prove
inaccurate, and therefore there can be no assurance that the
forward-looking information will prove to be accurate.
