SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 4, 2001
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Date of Report (Date of earliest event reported)
GSV, Inc.
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(Exact name of Registrant as specified in its Charter)
Delaware 000-23901 13-3979226
(State or other (File No.) (IRS Employer
jurisdiction of incorporation) Identification Number)
191 Post Road West, Westport, CT 06880
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 221-2690
116 Newark Avenue, Jersey City, New Jersey 07302
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(Former name or former address, if changed since last Report)
GSV, INC.
INFORMATION TO BE INCLUDED IN REPORT
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Item 4. Changes in Registrant's Certifying Accountant
On May 7, 2001, GSV, Inc. received notice from its independent
accountants, Arthur Andersen LLP, of Arthur Andersen's resignation from
engagement as GSV's independent public accountants.
Arthur Andersen's report on GSV's consolidated financial statements for
the fiscal year ended December 31, 2000 contained a modified opinion as to an
uncertainty regarding the Company's ability to continue as a going concern.
Arthur Andersen's report on GSV's consolidated financial statements for the year
ended December 31, 1999 did not contain an adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
In connection with audits of the two fiscal years ended December 31, 2000,
there were no disagreements between GSV and Arthur Andersen on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of Arthur
Andersen, would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports. During the two most recent fiscal
years, there were no reportable events described under Item 304(a)(1)(iv) of
Regulation S-K.
On May 9, 2001, Comiskey & Company, P.C. was engaged as GSV's new
independent public accountants.
Item 5. Other Events
In a press release dated May 8, 2001, GSV announced that, on May 4, 2001,
Gilad Gat was elected as the President and the Chief Executive Officer of GSV,
Inc., replacing Jeffrey S. Tauber who has resigned from these positions. Mr.
Tauber also resigned as a Director of GSV and as its Chairman. GSV additionally
reported the election of Harvey Doliner, a member of its Board of Directors, to
serve as its Chief Financial Officer, and the election of Mr. Gat, Danny Golan
and Yoav Bitter to the Board of Directors. GSV also announced that it has moved
its principal executive offices to 191 Post Road West, Westport, Connecticut
06880, in order to lower its administrative and overhead expenses. GSV is in the
process of seeking to sublease its offices in Jersey City, New Jersey. A copy of
the press release relating to the events in this Item 5 is attached as Exhibit
99.1.
On May 4, 2001, GSV executed an Employment Agreement with Mr. Gat, setting
forth the terms of his employment with GSV. A copy of the Employment Agreement
is attached as Exhibit 10.1, and is hereby incorporated by reference.
On May 4, 2001, GSV executed a Severance Agreement and General Release
with Mr. Tauber, setting forth the terms of Mr. Tauber's termination. A copy of
the Severance Agreement and General Release is attached as Exhibit 10.2, and is
hereby incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
10.1 Employment Agreement, dated May 4, 2001, by and between GSV, Inc. and
Gilad Gat. Severance Agreement and General Release, dated May 4, 2001, by
and between GSV, Inc and Jeffrey S. Tauber.
10.2 Severance Agreement and General Release, dated May 4, 2001, by and between
GSV, Inc and Jeffrey S. Tauber.
16.1 Letter of concurrence from Arthur Andersen LLP regarding change in
certifying accountant.
99.1 Press Release, dated May 9, 2001.
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.
GSV, Inc.
Date: May 11, 2001 By: /s/ Gilad Gat
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Gilad Gat, President