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): August 14, 2008
HC INNOVATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-52197 04-3570877
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
10 PROGRESS DRIVE, SUITE 200, SHELTON, CT 06484
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 925-9600
(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
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
ITEM 5.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On August 14, 2008, management of HC Innovations, Inc. (the "Company") concluded
that the unaudited condensed consolidated financial statements of the Company
for the three months ended March 31, 2008 should no longer be relied upon due to
an error in the accounting for stock based compensation relating to stock
options issued to non-employee directors during the three months ended March 31,
2008. This error had the following impact on the unaudited condensed
consolidated financial statements for the three months ended March 31, 2008:
Condensed Consolidated Statements of Operations
AS AS
FILED ADJUSTMENT RESTATED
------------- -------------- --------------
Selling, general and administrative expenses $ 3,167,414 $ 302,846 $ 3,470,260
Loss from operations (2,262,135) (302,846) (2,564,981)
Net loss (3,304,206) (302,846) (3,607,052)
Condensed Consolidated Balance Sheets
AS AS
FILED ADJUSTMENT RESTATED
------------- -------------- --------------
Additional paid-in capital $ 17,709,536 $ 302,846 $ 18,012,382
Deficit (19,273,980) (302,846) (19,576,826)
Accordingly, the Company intends to restate its unaudited condensed consolidated
financial statements for the three months ended March 31, 2008. The effect of
the restatement is described in the table above.
As described above, in the course of a review by the Company of its accounting
for stock based compensation undertaken during the preparation of the Company's
unaudited condensed consolidated financial statements for the three and six
months ended June 30, 2008, the Company identified an error in accounting for
stock based compensation relating to stock options issued to non-employee
directors during the three months ended March 31, 2008.
The Company intends to file an amendment and restatement to its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2008 as soon as practicable to
reflect the restatement.
The above conclusions were reached in consultation with the Company's Board of
Directors (acting as audit committee) and the Company's independent registered
public accounting firm, Carlin, Charron & Rosen, LLP. A copy of this disclosure
was provided to Carlin, Charron & Rosen, LLP in advance of this filing.
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.
HC INNOVATIONS, INC.
Date: August 15, 2008 By: /s/ David Chess
-------------------------------------
David Chess
Chief Executive Officer