UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 5, 2005
XYBERNAUT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-15086 54-1799851
(Commission File Number) (I.R.S. Employer
Identification Number)
(703) 631-6925
(Registrant's Telephone Number, Including Area Code)
12701 FAIR LAKES CIRCLE, FAIRFAX, VIRGINIA 22033
(Address of Principal Executive Offices) (Zip Code)
NOT APPLICABLE
(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))
The purpose of this Form 8-K/A Amendment No. 1 is to provide additional
disclosure with respect to Item 4.02 of the Form 8-K, dated April 5, 2005 and
filed by Xybernaut Corporation (the "Company") on April 11, 2005.
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
As previously disclosed in the Company's Form 8-K, dated April 14, 2005 and
filed April 20, 2005, Grant Thornton LLP advised the Company on April 14, 2005,
that it resigned as the Company's registered independent accounting firm.
At this time, the Company is in the process of seeking to engage a new
accounting firm to perform an audit of its financial statements for the fiscal
year ended December 31, 2004. Upon the Company's engagement of an new accounting
firm, the Company will work diligently with such new accounting firm to file its
Form 10-K for such period as soon as practicable thereafter. At this time, the
Company can not predict when such filing will be made.
The new accounting firm which the Company engages will also be instructed by the
Company to perform re-audits of the Company's financial statements for the
fiscal years ended December 31, 2002 and 2003, and perform reviews, in
accordance with applicable accounting standards, of the interim periods for the
quarters ended March 31, 2003, June 30, 2003, September 30, 2003, March 31,
2004, June 30, 2004 and September 30, 2004. Upon the conclusion of such
re-audits and reviews, the Company shall file, as may be required, any amended
Form 10-K and Form 10-Q for such periods.
The Audit Committee has discussed with Grant Thornton LLP, the Company's
disclosure in the Form 8-K, dated April 5, 2005 and filed by the Company on
April 11, 2005, and the press release attached thereto.
At the request of the Company, Grant Thornton LLP has furnished to the Company a
letter addressed to the SEC, dated April 27, 2005, stating that it agrees with
the statements contained in Item 4.02 of the Form 8-K dated April 5, 2005 and
filed by the Company on April 11, 2005. A copy of that letter is attached to
this Form 8-K as Exhibit 99.1 and filed herewith.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Letter, dated April 27, 2005, from Grant Thornton LLP
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 on April 28, 2005.
XYBERNAUT CORPORATION
By: /s/ Bruce C. Hayden
---------------------------
Bruce C. Hayden
Senior Vice President and
Chief Financial Officer
Date: April 28, 2005