content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      Form 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
  
  
  
                                  January 18, 2002
                  Date of Report (Date of earliest event reported)
  
  
  
                             Circuit Research Labs, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
  
  Arizona                            0-11353                            86-0344671
  --------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission                     (IRS Employer
  of incorporation)                  File Number)              Identification No.)
  
  
  2522 West Geneva Drive
  Tempe, Arizona                                                             85282
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                              (Zip Code)
  
  
  
                                   (602) 438-0888
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  
  <PAGE>
  Item 2.  Acquisition or Disposition of Assets.
  
       Acquisition of Dialog4 System Engineering GmbH
  
       On January 18, 2002, the Registrant's wholly-owned subsidiary, CRL Systems,
  Inc. doing business as Orban, Inc. ("Orban/CRL"), acquired the assets of Dialog4
  System Engineering GmbH ("Dialog4").  Dialog4, a German corporation based in
  Ludwigsburg, Germany, is a worldwide leader in ISO/MPEG, audio, ISDN, satellite
  transmission, networking, and storage.  Dialog4 has been designing and
  manufacturing equipment for the codec market for over ten years.  Its products,
  available in Europe since 1993, include the MusicTaxi codec for encoding and
  decoding audio and data over TCP/IP on the Internet, ISDN and satellite.
  
       Orban/CRL purchased the assets of Dialog4 pursuant to an Asset Sale and
  Purchase Agreement for $2 million, comprised of 1,250,000 shares of the
  Registrant's common stock, valued at $1.00 per share, and $750,000 cash to be
  paid at a later date either by Orban/CRL from its working capital or by the
  Registrant's President and Chief Executive Officer, Charles Jayson Brentlinger.
  
       For the past year, Orban/CRL has been involved in a joint project to bring
  the Dialog4 products to North America with the development of the Orban
  Opticodec and Sountainer.  Orban/CRL will now have a European operations center
  based in the Dialog4 offices in Ludwigsburg, Germany.  The Dialog4
  infrastructure will be used to expand Orban/CRL's engineering, sales, marketing
  and sales support for the European markets.
  
       In connection with the acquisition, Berthold Burkhardtsmaier, Dialog4's
  managing director, has become Vice President of European Operations for
  Orban/CRL and has been appointed to the Registrant's Board of Directors.
  
       A copy of the Asset Sale and Purchase Agreement is filed as an exhibit to
  this report.  Reference is made to the Asset Sale and Purchase Agreement for a
  full statement of the terms and conditions of the acquisition.
  
  
  Item 5.  Other Events.
  
       On January 25, 2002, at 9:02 a.m. Eastern time, the Registrant issued the
  following press release:
  
  Circuit Research Labs, Inc. Lowers Class `A' Warrant Price and Extends Time for
  Warrant Holders
  
  TEMPE, Ariz.--(BUSINESS WIRE)--Jan. 25, 2002--Circuit Research Labs, Inc.
  (OTCBB: CRLI - news) announced today that its Board of Directors has approved
  lowering the exercise price of its Class "A" warrants from $1.75 per share to
  the current market price of $1.00 per share, and to extend for 30 days the time
  during which warrantholders may exercise their Class "A" Warrants. As extended,
  
  <PAGE>
  the warrants will expire on February 23, 2002. The last reported sale price of
  the Company's common stock on the Over the Counter Bulletin Board on January 24,
  2002, was $0.95 per share.
  
  The warrants were issued as part of a private placement of shares that the
  Company completed in May and June of 2000, in connection with the purchase of
  the assets of Orban, Inc. from Harman International Industries, Inc. (HAR).
  Circuit Research Labs intends to use any proceeds from exercise of the warrants
  to reduce its indebtedness to Harman International.
  
  Using patented and proprietary technology, Orban / CRL is the worldwide leading
  manufacturer of audio processing and editing equipment used extensively by the
  radio and television industries, the Internet, satellite services and private
  individuals, including its highly respected and widely used OPTIMOD series of
  audio processors. Circuit Research Labs and Orban, formed separately in the
  1970s, were combined in 2000 when CRL acquired Orban's assets from Harman
  International Industries, Inc.
  
  This press release contains "forward-looking statements" as defined in the
  Private Securities Litigation Reform Act of 1995. These statements are based on
  current expectations, forecasts and assumptions that are subject to risks and
  uncertainties which could cause actual outcomes and results to differ materially
  from these statements. A further list and description of risks, uncertainties
  and other factors can be found in Orban / CRL's filings with the Securities and
  Exchange Commission, including the most recently filed registration statement on
  Form SB-2, as supplemented from time to time. Copies of this Form SB-2 and all
  supplements are available on request from Orban / CRL. The companies disclaim
  any intention or obligation to update or revise any forward-looking statements,
  whether as a result of new information, future events or otherwise.
  
  
  Item 7.  Exhibits
  
  2.1  Asset Sale and Purchase Agreement, dated as of November 16, 2001, among
  Dialog4 System Engineering GmbH, Berthold Burkhardtsmaier, Cornelia
  Burkhardtsmaier, Friedrich Maier, Circuit Research Labs, Inc., and CRL Systems,
  Inc.
  
  10.1 Service Contract, dated November 16, 2001, by and between Circuit Research
  Labs, Inc. and Berthold Burkhardtsmaier.
  
  10.2 Amendment to Existing Agreements and Closing Declaration, dated as of
  January 18, 2002, among Dialog4 System Engineering GmbH, Berthold
  Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit Research
  Labs, Inc., CRL Systems, Inc., and Charles Jayson Brentlinger.
  
  <PAGE>
  
                                     SIGNATURES
  
       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: February 4, 2002          By : /s/ Charles Jayson Brentlinger
                                       -------------------------------
                                       Charles Jayson Brentlinger
                                       President and Chief Executive Officer
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text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      Form 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
                                  January 18, 2002
                  Date of Report (Date of earliest event reported)
  
                             Circuit Research Labs, Inc.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  Arizona                            0-11353                            86-0344671
  --------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission                     (IRS Employer
  of incorporation)                  File Number)              Identification No.)
  
  2522 West Geneva Drive
  Tempe, Arizona                                                             85282
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                              (Zip Code)
  
                                   (602) 438-0888
  --------------------------------------------------------------------------------
                (Registrant's telephone number, including area code)
  Item 2.  Acquisition or Disposition of Assets.
  
       Acquisition of Dialog4 System Engineering GmbH
  
       On January 18, 2002, the Registrant's wholly-owned subsidiary, CRL Systems,
  Inc. doing business as Orban, Inc. ("Orban/CRL"), acquired the assets of Dialog4
  System Engineering GmbH ("Dialog4").  Dialog4, a German corporation based in
  Ludwigsburg, Germany, is a worldwide leader in ISO/MPEG, audio, ISDN, satellite
  transmission, networking, and storage.  Dialog4 has been designing and
  manufacturing equipment for the codec market for over ten years.  Its products,
  available in Europe since 1993, include the MusicTaxi codec for encoding and
  decoding audio and data over TCP/IP on the Internet, ISDN and satellite.
  
       Orban/CRL purchased the assets of Dialog4 pursuant to an Asset Sale and
  Purchase Agreement for $2 million, comprised of 1,250,000 shares of the
  Registrant's common stock, valued at $1.00 per share, and $750,000 cash to be
  paid at a later date either by Orban/CRL from its working capital or by the
  Registrant's President and Chief Executive Officer, Charles Jayson Brentlinger.
  
       For the past year, Orban/CRL has been involved in a joint project to bring
  the Dialog4 products to North America with the development of the Orban
  Opticodec and Sountainer.  Orban/CRL will now have a European operations center
  based in the Dialog4 offices in Ludwigsburg, Germany.  The Dialog4
  infrastructure will be used to expand Orban/CRL's engineering, sales, marketing
  and sales support for the European markets.
  
       In connection with the acquisition, Berthold Burkhardtsmaier, Dialog4's
  managing director, has become Vice President of European Operations for
  Orban/CRL and has been appointed to the Registrant's Board of Directors.
  
       A copy of the Asset Sale and Purchase Agreement is filed as an exhibit to
  this report.  Reference is made to the Asset Sale and Purchase Agreement for a
  full statement of the terms and conditions of the acquisition.
  
  Item 5.  Other Events.
  
       On January 25, 2002, at 9:02 a.m. Eastern time, the Registrant issued the
  following press release:
  
  Circuit Research Labs, Inc. Lowers Class `A' Warrant Price and Extends Time for
  Warrant Holders
  
  TEMPE, Ariz.--(BUSINESS WIRE)--Jan. 25, 2002--Circuit Research Labs, Inc.
  (OTCBB: CRLI - news) announced today that its Board of Directors has approved
  lowering the exercise price of its Class "A" warrants from $1.75 per share to
  the current market price of $1.00 per share, and to extend for 30 days the time
  during which warrantholders may exercise their Class "A" Warrants. As extended,
  the warrants will expire on February 23, 2002. The last reported sale price of
  the Company's common stock on the Over the Counter Bulletin Board on January 24,
  2002, was $0.95 per share.
  
  The warrants were issued as part of a private placement of shares that the
  Company completed in May and June of 2000, in connection with the purchase of
  the assets of Orban, Inc. from Harman International Industries, Inc. (HAR).
  Circuit Research Labs intends to use any proceeds from exercise of the warrants
  to reduce its indebtedness to Harman International.
  
  Using patented and proprietary technology, Orban / CRL is the worldwide leading
  manufacturer of audio processing and editing equipment used extensively by the
  radio and television industries, the Internet, satellite services and private
  individuals, including its highly respected and widely used OPTIMOD series of
  audio processors. Circuit Research Labs and Orban, formed separately in the
  1970s, were combined in 2000 when CRL acquired Orban's assets from Harman
  International Industries, Inc.
  
  This press release contains "forward-looking statements" as defined in the
  Private Securities Litigation Reform Act of 1995. These statements are based on
  current expectations, forecasts and assumptions that are subject to risks and
  uncertainties which could cause actual outcomes and results to differ materially
  from these statements. A further list and description of risks, uncertainties
  and other factors can be found in Orban / CRL's filings with the Securities and
  Exchange Commission, including the most recently filed registration statement on
  Form SB-2, as supplemented from time to time. Copies of this Form SB-2 and all
  supplements are available on request from Orban / CRL. The companies disclaim
  any intention or obligation to update or revise any forward-looking statements,
  whether as a result of new information, future events or otherwise.
  
  Item 7.  Exhibits
  
  2.1  Asset Sale and Purchase Agreement, dated as of November 16, 2001, among
  Dialog4 System Engineering GmbH, Berthold Burkhardtsmaier, Cornelia
  Burkhardtsmaier, Friedrich Maier, Circuit Research Labs, Inc., and CRL Systems,
  Inc.
  
  10.1 Service Contract, dated November 16, 2001, by and between Circuit Research
  Labs, Inc. and Berthold Burkhardtsmaier.
  
  10.2 Amendment to Existing Agreements and Closing Declaration, dated as of
  January 18, 2002, among Dialog4 System Engineering GmbH, Berthold
  Burkhardtsmaier, Cornelia Burkhardtsmaier, Friedrich Maier, Circuit Research
  Labs, Inc., CRL Systems, Inc., and Charles Jayson Brentlinger.
  SIGNATURES
  
       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: February 4, 2002          By : /s/ Charles Jayson Brentlinger
                                       -------------------------------
                                       Charles Jayson Brentlinger
                                       President and Chief Executive Officer