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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 21, 2007
KSW, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-27290 11-3191686
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(Commission File Number) (IRS Employer Identification No.)
37-16 23rd Street
Long Island City, New York 11101
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(Address of Principal Executive Offices) (Zip Code)
(718) 361-6500
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(a) KSW, Inc. (the "Company") determined on December 11, 2007 that
it had incorrectly recorded an expense when stock options that had vested prior
to the Company's January 1, 2006 adoption of Statement of Financial Accounting
Standards No. 123(R) ("SFAS 123(R)") were exercised. At various times during
2006 and the first three quarters of 2007 an aggregate of 428,248 fully vested
stock options were exercised. The Company incorrectly recorded expense for the
intrinsic value of these exercised options equal to the difference between the
option exercise price and the quoted market value for the Company's common stock
on each of the exercise dates, resulting in an understatement of net income.
Therefore, the Company's consolidated financial statements for the year ended
December 31, 2006 and each of the quarterly periods in that year, and for each
of the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 as
previously reported should no longer be relied upon. With the concurrence of the
Securities and Exchange Commission, the Company will report the corrections of
the errors prospectively in its Annual Report on Form 10-K for the year ending
December 31, 2007.
On December 21, 2007, the Company issued a press release describing the
reporting error and the corrected earnings for 2006 and the first three quarters
of 2007. A copy of the press release is filed with this Current Report as
Exhibit 99.1.
The Company's management and the Audit Committee of the Company's Board
of Directors has discussed with the Company's independent registered public
accounting firm the matters disclosed in this Current Report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit No. Description
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99.1 Press Release of KSW, Inc., dated December 21, 2007.
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.
KSW, INC.
By: /s/ Richard W. Lucas
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Name: Richard W. Lucas
Title: Chief Financial Officer
Date: December 21, 2007
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release of KSW, Inc., dated December 21, 2007.