UNITED STATES
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): April 1, 2009 (March 27, 2009)
AdvanSource Biomaterials Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 000-28034 | | 04-3186647 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 229 Andover Street, Wilmington, Massachusetts, 01887 |
| (Address of Principal Executive Offices) (Zip Code) |
(978) 657-0075
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, 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)) |
| Item 4.01. | Change in Registrant’s Certifying Accountant |
On March 27, 2009, AdvanSource Biomaterials Corporation (the “Company”), based on the decision of the Audit Committee of its Board of Directors, dismissed Ernst & Young LLP (“E&Y”) as the Company’s independent registered public accounting firm and engaged Vitale, Caturano & Company P.C. (“Vitale”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2009. On April 1, 2009 the Company issued a press release, attached hereto as Exhibit 99.1, announcing the change in its independent registered public accounting firm.
E&Y’s reports on the Company’s financial statements for the fiscal years ended March 31, 2008 and 2007 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended March 31, 2008 and 2007 and through the date of dismissal, there were no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to E&Y’s satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company’s consolidated financial statements for such fiscal years; and there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.
The Company provided E&Y with a copy of the disclosures in the preceding two paragraphs and requested in writing that E&Y furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. E&Y provided a letter, dated March 31, 2009 stating its agreement with such statements, which is included as an exhibit to this Form 8-K.
During the fiscal years ended March 31, 2008 and 2007 and through the date of the Audit Committee’s decision, the Company did not consult Vitale with respect to 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 Company’s consolidated financial statements, or any other matter or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
| | 16. 1 | Letter from Ernst & Young LLP to the Securities and Exchange Commission dated March 31, 2009 with respect to the disclosure in this Form 8-K. |
| | 99.1 | Press Release of AdvanSource Biomaterials Corporation dated April 1, 2009. |
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.
ADVANSOURCE BIOMATERIALS CORPORATION
By: /s/ Michael F. Adams____
Michael F. Adams
President & CEO
Dated: April 1, 2009
Exhibit No. Description
| | 16.1 | Letter from Ernst & Young LLP to the Securities and Exchange Commission dated March 31, 2009 with respect to the disclosure in this Form 8-K. |
| | 99.1 | Press Release of AdvanSource Biomaterials Corporation dated March 30, 2009. |
