MBIS (MM)

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) June 11, 2014

 

MEDIABISTRO INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

000-26393	06-1542480
(Commission File Number)	(IRS Employer ID Number)

 

50 Washington Street, Suite 912, Norwalk, Connecticut 06854

(Address of principal executive offices)              (Zip Code)

 

Registrant's telephone number, including area code (203) 662-2800

 

__________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

(a)       On June 11, 2014, Rothstein Kass informed the Board of Directors of the Company of its decision to resign as the Company's independent registered public accounting firm, effective June 30, 2014, due to its pending acquisition by KPMG LLP.

 

The reports of Rothstein Kass on the financial statements for the fiscal years ended December 31, 2013 and 2012 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

 

During the fiscal years ended December 31, 2013 and 2012 and through June 4, 2014, there have been no disagreements with Rothstein Kass on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Rothstein Kass, would have caused them to make reference thereto in their reports on the financial statements for such years.

 

During the fiscal years ended December 31, 2013 and 2012 and through June 4, 2014, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

The Company provided a copy of this Form 8-K to Rothstein Kass prior to its filing with the SEC and requested that Rothstein Kass furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements.  A copy of this letter, dated June 11, 2014, is filed as Exhibit 16.1 to this Form 8-K.

 

The Audit Committee is actively seeking a new independent registered public accounting firm.  The Company will announce the new accounting firm once the engagement has been finalized.

 

Item 8.01 Other Information.

 

Due to its inability to regain compliance with Nasdaq listing requirements, on June 6, 2014, the Company delisted its securities from the Nasdaq Capital Market by filing a Form 25 with the Securities and Exchange Commission.

 

On June 6, 2014, the Company listed its common stock on the OTCQX® under the ticker symbol MBIS.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.  

16.1		Letter from Rothstein Kass, dated June 11, 2014.
99.1		Press release dated June 6, 2014.

 

 

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 thereunto duly authorized.

 

		MEDIABISTRO INC.
Date:  June  11, 2014
		/s/ Alan M. Meckler
		Alan M. Meckler
		Chairman and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 16.1

 

 

June 11, 2014

 

U.S. Securities and Exchange Commission

Office of the Chief Accountant

100 F Street, NE

Washington, DC 20549

 

Re: Mediabistro Inc.

 

Commission File No. 000-26393

 

We have read the statements that we understand Mediabistro Inc. will include under Item 4.01 of the Form 8-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. We have no basis to agree or disagree with other statements made under Item 4.01.

 

 

Yours truly,

 

/s/ Rothstein Kass

 

Rothstein Kass

Exhibit 99.1

 

Mediabistro Inc. Begins Trading on OTCQX®

 

NEW YORK – June 6, 2014– Mediabistro Inc. (OTCQX: MBIS), a leading producer of 3D printing and Bitcoin trade shows, has been approved to trade on OTCQX®. Mediabistro previously traded on The NASDAQ Capital Market.

 

Mediabistro begins trading today on OTCQX under the symbol “MBIS.” U.S. investors can find current financial disclosures and Real-Time Level 2 quotes for the company on www.otcmarkets.com.

 

About Mediabistro Inc.

 

Mediabistro Inc. is a leading producer of 3D printing and Bitcoin trade shows. Mediabistro also provides services for social media, traditional media, and creative professionals. Service offerings include an online job board, news and analysis, trade shows and events, and online and in-person courses.

 

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release that are not historical facts are "forward-looking statements" under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The potential risks and uncertainties address a variety of subjects including, for example: recent turmoil and trading platform closures in the Bitcoin market; the competitive environment in which Mediabistro competes; the unpredictability of Mediabistro’s future revenues, expenses, cash flows and stock prices; Mediabistro’s ability to maintain its listing on OTCQX and comply with additional laws and regulations applicable to companies the securities of which are not listed on a national securities exchange; the market liquidity for the company’s common stock and the ability to sell the company’s common stock in the secondary market.  For a more detailed discussion of such risks and uncertainties, refer to Mediabistro’s reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. The forward-looking statements included herein are made as of the date of this press release, and Mediabistro assumes no obligation to update the forward-looking statements after the date hereof, except as required by law.

 

 

All current Mediabistro press releases can be found online at http://www.mediabistro.com/corporate/press.html

 

For information on Mediabistro, contact:

 

Natalie Bonacasa

press@mediabistro.com

212-547-7870