Elcom International Inc - Amended Current report filing (8-K/A)
09 Oktober 2007 - 10:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 30, 2007
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Elcom International, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-27376 04-3175156
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(State or Other Jurisdiction (Commission (IRS Employer
Incorporation) File Number) Identification No.)
10 Oceana Way Norwood, Massachusetts 02062
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (781) 501-4000
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N/A
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Former Name or Former Address, if Changed Since Last Report.)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note: This Amendment No. 1 on Form 8-K/A hereby is filed (a) to revise Item 4.01 as contained in the Current
Report on Form 8-K originally filed by Elcom International, Inc. on September 5, 2007 and (b) to attach Exhibit 16.1, a
letter of Vitale Caturano & Company, Ltd.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On September 20, 2007, Elcom International, Inc., a Delaware corporation (the "Company"), dismissed Vitale Caturano &
Company, Ltd. ("VCC") as its principal independent accountants. The decision to dismiss VCC was approved by the
Company's Audit Committee and Board of Directors. The delay in dismissing VCC was caused by the difficulty in
coordinating the schedules of Company management and VCC representatives.
The report of VCC on the financial statements of the Company for fiscal year ended December 31, 2005 did not contain any
adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting principles,
except that the report contained an explanatory paragraph relating to the Company's ability to continue as a going
concern.
During the fiscal year ended December 31, 2005, there were no disagreements between the Company and VCC on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to VCC's satisfaction would have caused VCC to make reference to the subject matter of the disagreement
in connection with its report.
During the course of performing certain audit procedures for the fiscal year ended December 31, 2006, the Company's new
management and VCC discovered that, during the fourth quarter of 2006, a cash deposit made by the Company with a sales
agent of €1,000,000 in connection with the Company's potential bid for government contracts outside the United States was
completed without approval of the Company's Board of Directors. As a result of this discovery, the Company further
investigated the transaction and reviewed its internal controls. During this review, the Company and VCC identified
certain material deficiencies in the Company's internal controls relating to approval of transactions and cash management
and raised questions as to the appropriate accounting treatment of this transaction. Since such review, the Company has
strengthened its internal controls by adopting additional internal controls policies and procedures relating to cash,
cash management and corporate governance. VCC performed no work subsequent to the commencement of the Company's
additional review and investigation.
The Company has provided VCC with a copy of the disclosures made herein and requested VCC to furnish the Company with a
letter addressed to the Securities and Exchange Commission (the "SEC") stating whether or not it agrees with the
statements in this Item 4.01(a). A copy of such letter, dated October 9, 2007, is filed as Exhibit 16.1 to this Current
Report on Form 8-K.
(b) On August 30, 2007, the Company engaged Malone & Bailey PC ("MB") as its new principal independent accountant to
audit the Company's financial statements for the fiscal years ended December 31, 2006 and December 31, 2007 (the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2006 has not been filed as of the date of this
Current Report on Form 8-K). During the two most recent fiscal years and the interim period preceding the engagement of
MB, the Company did not consult with MB regarding either (i) the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial
statements, and MB did not provide a written report or oral advice to the Company that was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter
that was either the subject of a disagreement or an event identified in Item 304(a)(1)(iv) of Regulation S-B.
The Company authorized VCC to respond fully to the inquiries of MB concerning the subject matter of the circumstances
relating to the deficiencies in internal controls and the transaction described above.
In deciding to select MB, the Company's Audit Committee considered MB's experience and expertise related to public
companies, as well as reviewed auditor independence issues and existing commercial relationships with MB. The Audit
Committee concluded that MB has no commercial or other relationship that would impair its independence and has the
appropriate expertise that the Company required regarding its current operations.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
16.1 Letter from Vitale Caturano & Company, LTD. to the Securities and Exchange Commission, dated
October 9, 2007.
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.
ELCOM INTERNATIONAL, INC.
Date October 9, 2007
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By /s/ Gregory King
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Gregory King
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
16.1 Letter from Vitale Caturano & Company, Ltd. to the Securities and Exchange Commission, dated
October 9, 2007.
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