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): October 8, 2008
__________________________
GENIUS PRODUCTS, INC.
(Exact Name of Registrant as Specified in its Charter)
__________________________
| Delaware | 0-27915 | 33-0852923 |
| (State or Other Jurisdiction of | (Commission File Number) | (I.R.S. Employer |
| Incorporation or Organization) | | Identification No.) |
2230 Broadway
Santa Monica, California 90404
(Address of Principal Executive Offices) (Zip Code)
(310) 453-1222
(Registrant’s telephone number,
including area code)
(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:
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 2.02 | Results of Operations and Financial Condition. |
| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
(a) On October 8, 2008, the Audit Committee of the Board of Directors of Genius Products, Inc. (the “Company”) determined that it was necessary to restate (i) the Company’s unaudited consolidated financial statements and other financial information at and for the fiscal quarters ended September 30, 2006, March 31, June 30 and September 30, 2007 and March 31 and June 30, 2008, and (ii) the Company’s audited consolidated financial statements and other financial information at and for the fiscal years ended December 31, 2006 and 2007.
The aforementioned restatements relate to an error in the application of generally accepted accounting principles with respect to the recognition in the Company’s financial statements of costs paid on its behalf by Genius Products, LLC (the “Distributor”). The Company’s prior accounting methodology with respect to such costs was based on the view that such costs should be recognized in the Company’s financial statements to the extent of the Company’s economic participation and ownership interest in the Distributor. In connection with the restatements, the Company will recognize all such costs incurred on its behalf by the Distributor in the Company’s previously issued financial statements.
Management of the Company has assessed the effect of the restatements on its internal controls over financial reporting. Management previously concluded and has disclosed in its prior reports that a material weakness existed with respect to timely and routine financial statement close/reporting process and the entity-level controls surrounding this process. Such disclosure of the material weakness continues to be a valid assessment in connection with the restatements described above.
The Company plans to file (i) amended Quarterly Reports on Form 10-Q for the quarters ended September 30, 2006, March 31, June 30 and September 30, 2007 and March 31 and June 30, 2008, and (ii) amended Annual Reports on Form 10-K for the years ended December 31, 2006 and 2007. Until this is completed, the financial statements contained in the aforementioned reports and related auditors opinions should not be relied upon.
The Audit Committee of the Board of Directors of the Company discussed with Ernst & Young LLP, the Company’s independent auditors, the above-described matters.
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.
| | GENIUS PRODUCTS, INC. |
| | |
| | |
| Date: October 13, 2008 | By: /s/ Edward J. Byrnes |
| | Edward J. Byrnes |
| | Chief Financial Officer |
