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: June 10, 2004
(Date of earliest event reported)
ELECTRO ENERGY, INC.
(Exact name of registrant as specified in charter)
Florida | | 333-90614 | | 59-3217746 |
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(State or Other Jurisdictionof Incorporation) | | (Commission FileNumber) | | (IRS EmployerIdentification No.) |
30 Shelter Rock Road, Danbury, Connecticut | | 06810 |
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(Address of principal executive of offices) | | (Zip code) |
| | (203) 797-2699 | |
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| | (Registrant’s telephone number including area code) | |
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| | n/a | |
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| | (Former Name or former address, if changed since last report) | |
ITEM 4. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
On June 10, 2004, Electro Energy, Inc. (the “Company”) (formerly MCG Diversified, Inc.) replacedRandall N. Drake, C.P.A.as its independent accountant.Randall N. Drake, C.P.A. had been previously engaged as the principal accountant to audit the Company’s financial statements. The reason for the replacement ofRandall N. Drake, C.P.A. was that a subsidiary of the Company recently merged with and into a Delaware corporation of the same name as the Company, Electro Energy, Inc. (hereinafter referred to as EEI (DE)), with the stockholders of EEI (DE) owning a majority of the out standing shares of common stock of the Company immediately following the merger. EEI (DE) is the primary business unit of the Company, and the current independent accountant of EEI (DE) is the firm of Marcum & Kliegman LLP. The Company believes that it is in its best interests to have Marcum & Kliegman continue to work with the EEI (DE) business, and the Company therefore retained Marcum & Kliegman as its new independent accountant on June 10, 2004. Marcum & Kliegman is located at 655 Third Avenue, 16th Floor, New York, New York 10017.
The reports ofRandall N. Drake, C.P.A.on the Company’s financial statements for the past two years contained no adverse opinion or disclaimer of opinion were not qualified or modified as to uncertainty, audit scope or accounting principles.
The decision to change accountants was approved by the Audit Committee of the Company’s Board of Directors.
During the Company’s two most recent fiscal years, and the subsequent interim periods, prior to June 10, 2004, there were no disagreements withRandall N. Drake, C.P.A. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction ofRandall N. Drake, C.P.A., would have caused it to make reference to the matter in connection with its reports. There were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
As of June 10, 2004, Marcum & Kliegman was engaged as the Company’s new independent public accountants. The appointment of Marcum & Kliegman was recommended and approved by the Audit Committee of the Company’s Board of Directors. During the Company’s two most recent fiscal years, and the subsequent interim periods, prior to June 10, 2004, the Company did not consult Marcum & Kliegman regarding either: (i) the application of accounting principles to a specified transaction, completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
The Company has providedRandall N. Drake, C.P.A. with a copy of this Report and has requestedRandall N. Drake, C.P.A. to furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whetherRandall N. Drake, C.P.A. agrees with the statements made above and, if not, to state the respects in which it does not agree with such statements. A copy of the letter fromRandall N. Drake, C.P.A.dated June 17, 2004 is attached hereto as Exhibit 16.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) | Exhibits. | |
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| | Number | Description |
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16.1 |
Letter fromRandall N. Drake, C.P.A.dated June 17, 2004. |
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.
| | ELECTRO ENERGY, INC. |
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| | By: | /s/Martin G. Klein |
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Name: Martin G. Klein |
| | | Title: Chief Executive Officer |
Dated: June 17, 2004
EXHIBIT INDEX
| Number | Description |
16.1 |
Letter fromRandall N. Drake, C.P.A.dated June 17, 2004. |
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