Unassociated Document
UNITED
STATES
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
Date
of
Report (Date of earliest event reported) March 1, 2007
Glowpoint,
Inc.
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(Exact
name of registrant as specified in its Charter)
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Delaware
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0-25940
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77-0312442
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(State
or other jurisdiction
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(Commission
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(I.R.S
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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225
Long Avenue Hillside, NJ
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07205
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (312) 235-3888
Not
Applicable
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(Former
name or former address, if changed since last report)
Item
4.01. Changes in Registrant’s Certifying
Accountant.
(a)
On
March 1, 2007, Glowpoint, Inc. (the “Company”) dismissed Eisner LLP ("Eisner")
as its independent registered public accounting firm. The Company recently
filed
on Form 8-K its audited consolidated financial statements as of December 31,
2005 and 2004 and for the years then ended. With its restructuring nearing
completion and with the appointment of a new management team in April 2006,
the
Company determined it would be best to bring in an audit firm with a fresh
perspective. The Audit Committee of the Company’s Board of Directors recommended
and authorized the decision to change its independent registered public
accounting firm.
The
audit
reports of Eisner on the Company's financial statements as of December 31,
2005
and 2004 and for the years then ended did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. During the Company’s two years ended
December 31, 2005 and during the subsequent interim period preceding the
dismissal of Eisner, there were no disagreements between the Company and Eisner
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which if not resolved to the
satisfaction of Eisner, would have required Eisner to make reference to the
subject matter of such disagreement in connection with its reports on the
financial statements of the Company for such years.
During
the Company’s two years ended December 31, 2005 and during the subsequent
interim period preceding the dismissal of Eisner, there have been no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Eisner with a copy of this Form 8-K prior to its filing and
requested that Eisner furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated March 1, 2007, is attached hereto
as Exhibit 16.1.
(b)
The
Company engaged the accounting firm of Amper,
Politziner & Mattia ("Amper")
as its new independent accountants as of March 1, 2007. During the fiscal years
ended 2004 and 2005 and the interim periods subsequent to December 31, 2005,
the
Company did not consult with Amper on the application of accounting principles
to a specified transaction, either completed or proposed; on the type of audit
opinion that might be rendered on the Company's financial statements; or on
any
matter that was the subject of a disagreement with Eisner or a reportable event.
During the fiscal years ended 2004 and 2005 and the interim periods subsequent
to December 31, 2005, the Company did not receive either written or oral advice
from Amper that was a factor in reaching a decision as to any accounting,
auditing or financial reporting issue.
On
March
5, 2007, the Company issued a press release addressing the foregoing matters,
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
The
information regarding Dr. Bami Bastani and Mr. James S. Lusk joining the Board
of Directors and its committees contained in the press release that is
incorporated by reference under Item 4.01 above is also incorporated by
reference into this Item 5.02.
Item
9.01. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial
Statements of Businesses Acquired.
Not
applicable.
(b) Pro
Forma financial Information.
Not applicable.
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Exhibit
16.1 |
Letter
from Eisner LLP dated March 1,
2007.
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Exhibit
99.1 |
Press
release dated March 5, 2007 announcing the change of the Company’s
independent registered public accounting firm
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SIGNATURE
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.
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GLOWPOINT,
INC.
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BY:
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/s/
Michael Brandofino
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Michael
Brandofino
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Chief
Executive Officer and
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President
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Date:
March 5, 2007