Current Report Filing (8-k)
29 März 2016 - 9:09PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 23, 2016
UNITED-GUARDIAN,
INC.
(Exact name of Registrant as Specified in Charter)
DELAWARE
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001-10526
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11-1719724
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(State or Other
Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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230 Marcus Boulevard, Hauppauge, New York
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11788
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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:
(631)
273-0900
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Not Applicable
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(Former name or former address, if changed since last report)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
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Item 2.02. Results of Operations and
Financial Condition.
On March 24, 2016 the Registrant issued
a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 4.01. Changes in Registrant's Certifying
Accountant
(a)
Resignation of Baker Tilly Virchow Krause, LLP
On March 25, 2016 Baker Tilly Virchow Krause,
LLP (“Baker Tilly”) notified the Registrant that Baker Tilly was resigning as the Registrant’s independent accountant,
effective immediately. After the completion of Baker Tilly’s most recent audit of the Registrant’s financial statements
for the fiscal year ended December 31, 2015 (the “Audit”), the Registrant made an offer of employment to one of Baker
Tilly’s employees who had been involved in the Audit. At the time the offer was made the Audit had been completed, so there
was no independence issue in regard to the Audit itself. However, Baker Tilly determined that independence issues would prevent
Baker Tilly from handling the audit of the Registrant for a period of one year, and notified the Registrant that it would have
to resign.
Baker Tilly had audited the Registrant's
financial statements for the fiscal years ended December 31, 2014 and 2015. The audit reports of Baker Tilly on the Registrant's
financial statements for those years did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope or accounting principle. During the period from Baker Tilly's appointment as the Registrant's independent
accountant through the date of this Report, there have been no disagreements with Baker Tilly on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of Baker Tilly, would have caused it to make reference to the subject matter of the disagreements in connection with its report.
There were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Registrant has provided a copy of this
disclosure to Baker Tilly, and requested that Baker Tilly furnish the Registrant with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements made by the Registrant and, if not, stating the respects in which
it does not agree. A copy of Baker Tilly’s response is included as Exhibit 16.1 to this Report.
(b) Engagement of New Certifying Accountant
On March 29, 2016, as directed and approved
by the Audit Committee of the Registrant’s Board of Directors, the Registrant formally retained Raich Ende Malter Co. LLP
as the Registrant’s independent accountant, effective immediately. During the two most recent fiscal years and through the
date of this Report, the Registrant has not consulted with Raich Ende Malter Co. LLP regarding either the application of accounting
principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the
financial statements of the Registrant, as well as any matters or reportable events described in Items 304(a)(2)(i) or (ii) of
Regulation S-K.
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Election
of Directors
On March 23, 2016, S. Ari Papoulias was
appointed to the Board of Directors (the "Board") of the Registrant effective immediately. Since 2015 Mr. Papoulias has
been Managing Director of ChemRise LLC, a business advisory firm. From 2006 to 2015 he was Global Marketing Director for Momentive
Performance Materials, and from 1987 to 2006 he held various leadership positions with International Specialty Products, Inc. He
holds a B.Sc. in Chemical Engineering, an M.Sc. in Chemical Engineering, a Ph.D. in Chemical Engineering, and an MBA in Finance.
Mr. Papoulias will also be serving on the Board’s Audit Committee. There are no family relationships between Mr. Papoulias
and any director or other executive officer of the Company, nor are there any transactions between him or any member of his immediate
family and the Registrant that would be reportable as a related party transaction under the rules of the United States Securities
and Exchange Commission. Further, there is no arrangement or understanding between Mr. Papoulias and any other persons or entities
pursuant to which Mr. Papoulias was appointed as a director of the Company.
Item 9.01. Financial Statements
and Exhibits
(d) Exhibits. The following exhibits are
filed with this report:
Exhibit Number
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Description
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16.1
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Letter from Baker dated March
29, 2016
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99.1
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Press release dated March 24,
2016
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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 thereunto duly authorized.
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UNITED-GUARDIAN, INC.
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By:
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/s/ Kenneth H. Globus
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Name:
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Kenneth H. Globus
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Title:
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President
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March 29, 2016
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