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
DECEMBER 29, 2006
(Date of Report)
ACL SEMICONDUCTORS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-50140 16-1642709
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
B24-B27,1/F., BLOCK B, PROFICIENT INDUSTRIAL CENTRE,
6 WANG KWUN ROAD, KOWLOON, HING KONG
(Address of principal executive offices)
011- 852-2799-1996
(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 obligations 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
ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
By letter dated December 19, 2006, Registrant was notified by
Stonefield Josephson, Inc. ("SJI"), its former accountants (See Registrant's
Report on Form 8-K filed December 20, 2006 reporting Registrant's change in its
certifying accountant), that, based on SJI's becoming aware of certain
information related to Registrant's obligations with respect to guarantees of
bank debt of Classic Electronics Ltd. ("Classic"), SJI has concluded that
Registrant should have consolidated the financial statements of Classic with the
Company's financial statements as of and for the interim periods ended March 31,
2006 and June 30, 2006, in accordance with the requirements of FASB
Interpretation No. 46(R) (As Amended), CONSOLIDATION OF VARIABLE INTEREST
ENTITIES, and not presenting consolidated financial statements including Classic
has a material impact on such interim financial statements.
SJI's letter further notified the Registrant that SJI has, as defined
by Item 304(a)(1) of Regulation S-K, a disagreement with Registrant in the
application of accounting principles which, if not resolved to SJI's
satisfaction, would have caused SJI to make reference to the subject matter of
the disagreement in connection with their report.
Registrant disagrees with SJI's conclusions. Registrant has consulted
with its newly appointed accountants Jeffrey Tsang & Co. ("JTC") regarding the
applicability of FIN 46 in connection with the matters referenced herein. The
advice provided by JTC was an important factor considered by Registrant in
reaching a decision as to the reporting issue. In its letter dated December 19,
2006, filed as Exhibit 16.2 to Registrant's report on Form 8-K filed on December
20, 2006, JTC expressed the view that that a consolidation of the Registrant and
Classic was not required under FIN 46 because such cross corporate guarantees
were: (a) temporary in nature and released at the date of issue of such report,
(b) had no adverse implication or expected impact on the financial position of
the Registrant as the cross-guarantees given by the Registrant were fully
secured by collateral provided by Classic, and (c) did not crystallize any gain
or loss on the Registrant. By 2 additional letters dated December 28, 2006, JTC
maintained this view but requested the Registrant to issue the respective Form
10-Q/A for the interim periods ended March 31, 2006 and June 30, 2006 to
incorporate the note disclosure of that cross guarantee given to Standard
Chartered Bank (Hong Kong) Limited. With respect to the issues regarding the
applicability of FIN 46 in connection with Classic, please refer to Registrant's
Report on Form 8-K filed with the Securities and Exchange Commission (the
"Commission") on December 20, 2006, which report is amended hereby.
In accordance with Section 4.02(c) of Form 8-K, Registrant has provided
SJI with a copy of this Form 8-K/A and has requested SJI to furnish Registrant
as promptly as possible a letter addressed to the Commission whether SJI agrees
with the statements made by Registrant in this Form 8-K/A and, if not, stating
the respects in which it does not agree. Registrant will further amend this Form
8-K/A no later than two business days after Registrant's receipt of the letter.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) None.
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(b) None.
(c) Exhibits.
16.1 Letter from Stonefield Josephson, Inc. dated
December 19, 2006.
16.2 Letter from Jeffrey Tsang & Co. dated December 19,
2006 to the Registrant*
16.3 Letter from Jeffrey Tsang & Co. dated December 28,
2006 with respect the Registrant's Form 10-Q/A
covering the interim period ended March 31, 2006.
16.4 Letter from Jeffrey Tsang & Co. dated December 28,
2006 with respect the Registrant's Form 10-Q/A
covering the interim period ended June 30, 2006.
* Previously filed as an exhibit to the Registrant's Form 8-K (File No.
000-50140) filed on December 20, 2006.
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SIGNATURE
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.
Dated: December 29, 2006
ACL SEMICONDUCTORS INC.
By: /s/ KENNETH LAP-YIN CHAN
--------------------------------
Name: Kenneth Lap-Yin Chan
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Letter from Stonefield Josephson, Inc. dated December 19, 2006.
16.2 Letter from Jeffrey Tsang & Co. dated December 19, 2006 to the
Registrant*
16.3 Letter from Jeffrey Tsang & Co. dated December 28, 2006 with
respect the Registrant's Form 10-Q/A covering the interim
period ended March 31, 2006.
16.4 Letter from Jeffrey Tsang & Co. dated December 28, 2006 with
respect the Registrant's Form 10-Q/A covering the interim
period ended June 30, 2006.
* Previously filed as an exhibit to the Registrant's Form 8-K (File No.
000-50140) filed on December 20, 2006.
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