SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a)
of the Security Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
Circuit Research Labs, Inc.
(Name of Registrant as Specified In Its Charter)
Gary D.Clarkson
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check the appropriate box): N/A
[ ] $125 per Exchange Act rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a6(j) (2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i) (4) and 0-11.
1) Title of each class of securities to which
transaction applies:
N/A
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant
to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a) (2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previous Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>1
Circuit Research Labs, Inc.
2522 W. Geneva Dr
Tempe, AZ 85282
Fax 1(602)438-8227 Tel 1(602)438-0888
Mailed to Shareholders on
or about April 26, 2000
CIRCUIT RESEARCH LABS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 23, 2000
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of CIRCUIT RESEARCH LABS, INC., an Arizona
corporation, will be held on May 23, 2000 at 2:00 o'clock p.m.,
Mountain Standard Time, at the offices of Circuit Research Labs,
Inc., 2522 West Geneva Drive, Tempe, Arizona 85282 for the
following purposes:
1. To elect a board of three (3) directors to serve for
the coming year and until their successors are elected; and
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Shareholders of record at the close of business on March 31,
2000 are entitled to notice of and to vote at the meeting.
You are cordially invited to attend the meeting in person.
However, only those shares which are represented at the meeting
personally by the holder or by proxy may vote. To assure your
representation at the meeting, please mark, date, sign and return
the enclosed proxy card as promptly as possible in the envelope
provided. You may attend the meeting, revoke your proxy and vote
in person even if you have returned a proxy.
Sincerely,
Gary D. Clarkson,
Secretary
Tempe, Arizona
April 26, 2000
<PAGE>2
CIRCUIT RESEARCH LABS, INC.
2522 WEST GENEVA DRIVE
TEMPE, ARIZONA 85282
PROXY STATEMENT
The enclosed Proxy is solicited on behalf of CIRCUIT RESEARCH
LABS, INC. (the Company) for use at its Annual Meeting of
Shareholders to be held on May 23, 2000, at 2:00 p.m., Mountain
Standard Time, or at any adjournment thereof. The purposes of
the meeting are set forth herein and in the accompanying Notice
of Annual Meeting of Shareholders. The Annual Meeting will be
held in the offices of Circuit Research Labs, Inc., 2522 West
Geneva Drive, Tempe, Arizona 85282. The Company will bear the
cost of this solicitation.
Shareholders may revoke any proxy given pursuant to this
solicitation by: (a) delivering a written notice of revocation to
Gary D. Clarkson, Secretary, Circuit Research Labs, Inc., 2522
West Geneva Drive, Tempe, Arizona 85282; or (b) a duly executed
proxy bearing a later date; or (c) attending the meeting and
voting in person.
Outstanding Shares and Voting Rights
As of the close of business on March 31, 2000, the Company had
outstanding 622,682 shares of common stock with $.10 per share
par value, each of which is entitled to one vote at all meetings
of stockholders, other than the election of directors. (see
"Cumulative Voting Rights"). Only holders of record of Common
Stock at the close of business on March 31, 2000 will be entitled
to notice of, and to vote at, the Annual Meeting and any
adjournments thereof.
In determining whether a quorum exists at the meeting, all shares
represented in person or proxy will be counted. Presence of
holders of a majority of the outstanding stock shall constitute a
quorum. Votes will be tabulated by inspectors. Abstentions and
broker non-votes are each included in the determination of the
number of shares present and voting. Each is tabulated
separately. Abstentions are counted in tabulations of the votes
cast on proposals presented to shareholders, whereas broker non-
votes are not counted for purposes of determining whether a
proposal has been approved.
Cumulative Voting Rights
Each member present either in person or by proxy at the Annual
Meeting will have cumulative voting rights with respect to the
election of directors; that is the shareholder will have an
aggregate number of votes in the election of directors equal to
the number of directors to be elected multiplied by the number of
shares of Common Stock of the Company held by such shareholder on
the record date. The resulting aggregate number of votes may be
cast by the shareholder for the election of any single nominee,
or the shareholder may distribute such votes among any number of
all the nominees. The three nominees receiving the highest
number of votes will be elected to the Board of Directors. The
cumulative voting rights may be exercised in person or by proxy
and there are no conditions precedent to the exercise of such
rights.
<PAGE>3
PROPOSALS OF SECURITY HOLDERS INTENDING TO
BE PRESENT AT THE NEXT ANNUAL MEETING
Shareholders of the Company who intend to present proposals at
the Companys 2001 Annual Meeting of Shareholders must send such
proposals to the Company no later than December 20, 2000 in order
to be included in the proxy statement and form of proxy relating
to the meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
Nominees
A board of three directors is to be elected at the meeting.
Unless otherwise instructed, proxy holders will vote the proxies
received by them for the Company's nominees named below, each of
whom is a current director of the Company. If any of the
Company's nominees is unable or declines to serve as a director
at the time of the Annual Meeting, proxies will be voted for any
nominee designated by the present board of directors to fill the
vacancy. It is not expected that any nominee will be unable or
will decline to serve as a director. If additional persons are
nominated for election as directors, the proxy holders intend to
vote all proxies received by them according to the cumulative
voting rules to assure the election of as many of the nominees
listed below as possible. In such event, the specific nominees
to be voted for will be determined by the proxy holders. The
term of office of each person elected as a director will continue
until the next Annual Meeting of Shareholders or until his
successor has been elected and qualified.
Names of the nominees of the Company, together with certain
information about them is set forth below.
Director
Name Age Since Position in the
Company
Charles Jayson Brentlinger 45 1999 Chief Executive
Officer, President
and Chairman
Gary D. Clarkson 47 1978 Secretary
Carl E. Matthusen 56 1988 Director
Charles Jayson Brentlinger is President and CEO of the Company
and Chairman of the Board. He is also the 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. was the owner of KBZR Radio in
Arizona City, Arizona. In September 1999, Brentlinger
Broadcasting Inc. sold KBZR to Big City Broadcasting. 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. He has worked as a consultant for almost every radio
station in the Phoenix area. He formed his own broadcast
engineering firm in 1986. Some of his many clients have
included, Scripps Howard Broadcasting, Adams Radio Communications
Corporation, Adams Satellite/ABC, Transtar Radio Network,
Pulitzer Broadcasting Phoenix, Duchossois Communications
<PAGE>4
Corporation, Sundance Communications Corporation, Arizona Radio
and Television Corporation, Cook Inlet Corporation, First Media
Corporation, Duffey II Corporation, TransCOM/Transcolumbia
Corporation.
Mr. Brentlinger attended DeVry Institute of Technology and the
University of Arkansas at Little Rock. He is a member of Society
of Broadcast Engineers and National Association of Broadcasters.
He holds a FCC General Radiotelephone license, valid for life.
Gary D. Clarkson In June of 1999, Mr. Clarkson resigned as Chief
Executive Officer, President and Chairman, as a result of the
sale of his stock to Charles Jayson Brentlinger. Mr. Clarkson
will remain with the Company as a Director, Secretary to the
board and Advanced Products Engineer under a 3 year employment
contract. In January 1998, following the death of Mr. Ronald R.
Jones, Mr. Clarkson was elected to the positions of Chief
Executive Officer, President and Chairman. Mr. Clarkson had been
Secretary and a director of the Company since its incorporation
and was elected Treasurer in July 1992. Mr. Clarkson founded CRL
with Mr. Jones in 1974, and has devoted substantially all of his
business efforts to the Company's business since that time. He
has been a design engineer for the Company from 1974 to present.
He holds an associate degree in electronics engineering
technology from DeVry Institute of Technology, Phoenix, Arizona.
Mr. Clarkson served as assistant and chief engineer at several
radio stations from 1971 until 1978.
Carl E. Matthusen has served as a director of the Company since
February 1988. Mr. Matthusen began his career in the broadcast
industry in 1963 serving in various capacities at seven radio
broadcast stations in Arizona, Wisconsin, Minnesota and Virginia.
Since 1978, he has been General Manager of KJZZ/Sun Sounds
operated by the Mesa Community College in Mesa, Arizona. In
addition, he is a guest lecturer at Mesa Community College,
Phoenix College and Arizona State University as well as a
consultant to Arizona Western Community College and the Arizona
Commission on Post-secondary Education. Mr. Matthusen also
served as Chairman of the Board of Directors of the National
Public Radio Network from 1992 to 1996, where he was a director
from 1990 to 1997.
OTHER EXECUTIVE OFFICERS
Name Age Position
Dennis L. Drew 54 General Manager, Vice
President of
Operations, Treasurer
Dennis L. Drew Treasurer, General Manager and Vice President of
Operations. In June 1999, Mr. Drew resigned as Secretary and Mr.
Clarkson was appointed to that position. Mr. Drew was appointed
Secretary/Treasurer in January 1998. He joined the Company in
1993 as Controller. In 1994, he was appointed to the positions
of Vice President of Operations and Assistant Secretary/Treasurer.
Before joining the Company, Mr. Drew spent three years as a Project
Manager for Computer Cable Specialists. Prior to Computer Cable
Specialists, Mr. Drew held several senior financial management
positions with companies in the computer leasing industry. These
positions covered a wide range of responsibilities including
implementing computerized internal controls to negotiating contracts
and loan agreements. Mr. Drew has an MBA from Arizona State University.
<PAGE>5
BOARD MEETING AND COMMITTEES
The Board of Directors of the Company held a total of three
meetings during the fiscal year ended December 31, 1999.
The Board of Directors has an Executive Committee currently
comprised of Messrs. Clarkson and Constable. The Executive
Committee is empowered to act on behalf of the full Board of
Directors when it is inconvenient for the full Board to meet.
The Executive Committee was formed in 1983 and held no meetings
in 1999.
The Board of Directors has an Audit Committee which was
comprised of Messrs. Constable and Matthusen during the year
ended December 31, 1999. The Audit Committee oversees the
financial reporting and disclosures prepared by Management. The
Audit Committee held one meeting during the fiscal year ended
December 31, 1999.
The Company has no nominating committee. The entire board
acts as the nominating committee.
The Company has no executive compensation committee. The
entire board acts in that capacity. Messrs. Clarkson and
Brentlinger will not vote on their own salary and other
compensation.
Each of the directors attended, either in person or by
telephone, each meeting scheduled during the time he has served
as a director.
<PAGE>6
EXECUTIVE COMPENSATION
Summary Compensation Table
Securities
Name and Underlying Other
Principal Position Year Salary Options SARs(#) Compensation
Charles Jayson Brentlinger 1999 $49,846(1) 671,250(5) -0-
President, CEO
Gary D. Clarkson(2)
Secretary 1999 $98,406 -0- -0-
1998 $69,982 -0- $2,321(4)
Ronald R. Jones(3)
Former President and
Chairman of the Board 1998 $4,194 -0- $3,571(4)
1997 $72,696 -0- -0-
(1) Charles Jayson Brentlinger compensation from July 1, 1999 to
December 31, 1999. As per the stock purchase agreement of
September 1999, Mr. Brentlinger is employed by the Company at a
salary not to exceed $125,000 per year for a three year period.
(2) Gary D. Clarkson has a three year employment agreement with
the Company.
(3) Mr. Jones died on January 1, 1998.
(4) Fee paid by Company for the personal guarantee of the SBA
loan.
(5) On September 30, 1999, the Company granted Mr. Charles
Jayson Brentlinger 171,250 options to purchase shares of
common stock of the Company for a purchase price of $2.50
per share, or $428,125 in the aggregate to be purchased by
September 30, 2000, and a 5 year option to purchase 500,000
shares of the Companys common stock for $2.50 per share for
a total of $1,250,000. This option expires on September 30,
2004.
Compensation of Directors
During the year ended December 31, 1999, outside Directors
received a total of $1,600 in compensation for attending
meetings.
Employee Pension Plan
The Company sponsors the CRL, INC. 401(K) PROFIT SHARING
PLAN (the "Plan") for the benefit of all employees meeting
certain eligibility requirements. Under the Plan, participants
are permitted to make pre-tax contributions to their plan
accounts. The Company will match 50% of a participant's
contributions up to a maximum Company matching contribution of 3%
of a participant's annual compensation. Total annual
contributions to a participant's account may not exceed 25% of
annual compensation. In addition, the Company, at its sole
discretion, may make an annual profit sharing contribution to the
Plan out of its current or accumulated profits. The annual
contribution, if any, is allocated to participants based upon
each participant's annual compensation. The Company has not made
an annual contribution and currently has no plans to do so.
<PAGE>7
Stock Purchase Plan
The Company has an employee stock purchase plan which is offered
to substantially all employees, including officers. Employees
may purchase the Company's common stock through payroll
deductions not exceeding $50 per week and shares are purchased at
the market price, by a nonaffiliated dealer on the open market.
During 1999, no employees participated in this plan.
Stock Options
In May 1994, the Company's stockholders approved the Company's
1994 Stock Option Plan, which set aside an aggregate of 60,000
shares of common stock for which options may be granted to
employees, officers, directors, and consultants. There are no
options outstanding to this group at this time.
The following table sets forth information regarding options
granted in fiscal 1999 to executive officers named in the Summary
Compensation Table:
Option/SAR Grants in Last Fiscal Year
[Individual Grants]
Percent
Number of of Total
Securities Options/S Exercise
Underlying ARs or
Options/SARS Granted Base Expiration
Name Granted to Price Date
Employees ($/Sh)
in Fiscal
Year
Charles Jayson 171,250 26% $2.50 2000
Brentlinger
Charles Jayson 500,000 74% 2.50 2004
Brentlinger
Fiscal Year End Option/SAR Values
Number of Value of
Unexercised Unexercised In-the-
Options/SARs at Money Options/SARs
Name Fiscal Year End (#) at Fiscal Year (1)
Exercisable/Unexer- ($)
cisable Exercisable/Unexer-
cisable
Charles Jayson 671,250/-0- -0-/-0-
Brentlinger
(1) Calculated by multiplying the number of shares underlying
outstanding in-the-money options by the difference between the
last sales price of the Companys Common Stock on December 31,
1999 ($2.00 per share) and the exercise prices for both
exercisable and unexercisable shares.
Employment Contracts
The Company has a three-year employment agreement with Gary
Clarkson that commenced June 1999. Under this agreement, Mr.
Clarkson will act as Advanced Product Engineer and is to be paid
a salary of $66,456 per year.
<PAGE>8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
A. Security Ownership of Certain Beneficial Owners
As of February 29, 1999, the following persons were known by the
Company to be the beneficial owners of more than 5% of the
Company's Common Stock:
Amount and
Name and Address of Nature of Percent
Title of Class Beneficial Owner BeneficialOwner of Class(1)
$.10 par value Charles Jayson
common Brentlinger(2) 308,812 51.67%
of
Circuit Research Labs, Inc.
2522 West Geneva Drive
Tempe, Arizona 85282
(1) On the basis of 597,682 shares outstanding on February 29,
2000.
(2) Brentlinger agreed to purchase by September 30, 2000 171,250
additional shares of common stock of the Company for a purchase
price of $2.50 per share, or $428,125 in the aggregate.
Brentlinger may purchase the shares in such amounts and on such
dates as he may determine, provided that he shall purchase all of
the shares by September 30, 2000. On each date on which
Brentlinger purchases any of the shares, he shall pay the
purchase price in cash for the shares purchased on that date.
When Mr. Brentlinger purchases said 171,250 shares, he will own
62.4% of the outstanding shares. Brentlinger also has a 5 year
option to purchase 500,000 shares of the Companys common stock
for $2.50 per share for a total of $1,250,000.
B. Security Ownership of Management
The stock ownership by directors and officers of the Company as
of February 29, 2000 is set forth below. Each person named
exercises sole voting power over all shares beneficially owned.
Amount and
Name and Nature of
Address of Beneficial Percent
Title of Class Beneficial Owner Owner of Class(1)
$.10 par value Charles Jayson
common Brentlinger(2) 308,812 51.67%
$.10 par value Erle M. Constable 938(3) * %
common All of
Circuit Research Labs, Inc.
2522 West Geneva Drive
Tempe, Arizona 85282
Officer and
as a group (2 persons) 309,750 51.67%
(1) On the basis of 597,682 shares outstanding on February 29,
2000.
(2) Brentlinger agreed to purchase by September 30, 2000 171,250
additional shares of common stock of the Company for a purchase
price of $2.50 per share, or $428,125 in the aggregate.
Brentlinger may purchase the shares in such amounts and on such
dates as he may determine, provided that he shall purchase all of
the shares by September 30, 2000. On each date on which
<PAGE>9
Brentlinger purchases any of the shares, he shall pay the
purchase price in cash for the shares purchased on that date.
When Mr. Brentlinger purchases said 171,250 shares, he will own
62.4% of the outstanding shares. Brentlinger also has a 5 year
option to purchase 500,000 shares of the Companys common stock
for $2.50 per share for a total of $1,250,000.
(3) Held as community property with Eugenia Constable.
OTHER MATTERS
Management knows of no other matters to be submitted to the
meeting. If any other matters properly come before the meeting,
it is the intention of the persons named on the enclosed proxy
card to vote the shares they represent as the Board of Directors
may recommend.
THE BOARD OF DIRECTORS
Dated: April 14, 2000
<PAGE>10
CIRCUIT RESEARCH LABS, INC.
2522 W. GENEVA DRIVE TEMPE, ARIZONA 85282
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of CIRCUIT RESEARCH LABS, INC. hereby
appoints each of Gary Clarkson and Dennis Drew as proxy, with
power of substitution and authorizes each of them to represent,
vote and act on behalf of such shareholder at the Annual Meeting
of Shareholders to be held May 23, 2000, or any adjournment
thereof.
1. Election of directors.
FOR ALL nominees listed below WITHHOLD AUTHORITY
(except as marked to the
contrary below) to vote for all nominees
listed below
(INSTRUCTION: To withhold authority to vote for any
individual nominee strike a line through
the nominee's name in the list below.)
CHARLES JAYSON BRENTLINGER GARY D. CLARKSON CARL E. MATTHUSEN
2. In their discretion, the proxies are authorized to vote upon
such other business as may properly come
before the meeting.
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND
RETURN IT IN THE ENCLOSED ENVELOPE.
<PAGE>11
