UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 12, 2004
Spectrum Laboratories, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-9478 95-4718363
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
18617 Broadwick Street
Rancho Dominguez, California 90220
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 885-4600
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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:
[ ] 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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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On November 12, 2004, McGladrey & Pullen, LLP ("MP" or "McGladrey"), an
independent registered accounting firm, notified us that the client relationship
between Spectrum Laboratories, Inc. ("Spectrum" or "Company") and MP has ceased.
During the 2 most recent fiscal periods continuing thru November 12,
2004 MP's report did not contain an adverse opinion or disclaimer of opinion nor
was it qualified or modified as to uncertainty of audit scope or accounting
principle.
During the 2 most recent fiscal periods continuing thru November 12,
2004 there were no disagreements between us and MP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of MP,
would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report on the financial statements for
such periods.
During the period of MP's engagement, except as described below, there
were no "reportable events" within the meaning of Item 304(a)(1)(v) of
Regulation S-K. MP advised us and the chairman of our Audit Committee that items
of information had come to its attention that caused MP to be unwilling to rely
on our Chief Executive Officer representations in connection with its review of
our operating results. In performing its review of the company's Form 10-QSB for
the third quarter of 2004 MP has alleged that misstatements were made by the
Company's Chief Executive Officer concerning an employment contract with the
Company's newly employed President. Additionally, MP believes that the failure
to provide a copy to its Chief Financial Officer of an employment agreement
between Spectrum and the Company's recently appointed President in order to
determine the appropriate accounting treatment constitutes a reportable
condition and may potentially be considered a material weakness. This issue had
not been resolved prior to MP's resignation.
Our Audit Committee has discussed the subject matter of the foregoing
paragraph internally and with the Company's Chief Financial Officer and Chief
Executive Officer. It has determined to continue an investigation into all the
matters raised by MP. With respect to the deficiencies in internal control
referred to by McGladrey we have adopted a policy that all personnel, including
the Chief Executive Officer, negotiating contracts on behalf of the Company in
an amount which obligates the Company in excess of $25,000 must be deposited
with the Company's Chief Financial Officer copies of all drafts and all signed
agreements. The Chief Financial Officer and the company's then independent
auditor will determine appropriate disclosure. We believe the results of the
corrective actions we have initiated will be effective in addressing such
deficiencies in internal controls.
MP has furnished us with a letter addressed to the SEC stating whether
or not it agrees with the above statements. A copy of such letter is filed as
Exhibit 16.1 to this report.
Our Audit Committee has commenced a search for a new independent
registered public accounting firm to replace MP. We have authorized MP to
respond fully to any inquiries of any successor accountant concerning the
subject matter referred to above.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description
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16.1 Letter from MP, dated November 22, 2004 relating to content of
statements made by Spectrum Laboratories, Inc. in Item 4.01 of
its Current Report on Form 8-K/A with an event date of
November 12, 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.
SPECTRUM LABORATORIES, INC.
Dated: November 23, 2004 By: /s/ Brian Watts
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Name: Brian Watts
Title: Chief Financial Officer