--------------------------
OMB APPROVAL
--------------------------
OMB Number: 3235-0060
Expires: January 31, 2008
Estimated average burden
hours per response 38.0
--------------------------
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
Date of Report (Date of earliest event reported): April 7, 2006
STONE ARCADE ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 000-51150 20-2699372
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
c/o Stone-Kaplan Investments, LLC One Northfield Plaza, Suite 480
Northfield, IL 60093 60093
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 441-0929
Not Applicable
(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))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
On April 7, 2006, Stone Arcade Acquisition Corporation (the "Company")
dismissed its principal independent accountant, Eisner LLP ("Eisner"), which
dismissal became effective on April 11, 2006 upon the Company's engagement of
Ernst & Young, LLP ("E&Y"). The decision to dismiss Eisner as the Company's
principal independent accountant was approved by the Company's Board of
Directors on April 6, 2006.
Eisner's report on the Company's financial statements for the period from
April 15, 2005 (date of inception) through December 31, 2005 contained no
adverse opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles. During the period from April
15, 2005 (date of inception) through the date of Eisner's dismissal, there were
no disagreements with Eisner on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Eisner, would have caused
Eisner to make reference to the subject matter of the disagreements in
connection with its report on the financial statements for such period. Eisner
has not reviewed the Company's financial statements for the three month period
ended March 31, 2006. None of the reportable events described under Item
304(a)(1)(iv) of Regulation S-K occurred within the period from April 15, 2005
(date of inception) through December 31, 2005 or through the date of this
report.
The Company has provided Eisner with a copy of the foregoing disclosures,
and Eisner has furnished a letter addressed to the Securities and Exchange
Commission stating that it agrees with the statements made by the Company
herein, attached hereto as Exhibit 16.1.
On April 11, 2006, the Company engaged E&Y as its new principal
independent accountants, effective immediately. The decision to engage E&Y as
the Company's principal independent accountants was approved by the Company's
Board of Directors on April 6, 2006.
During the period from April 15, 2005 (date of inception) through December
31, 2005, and through the date of the engagement of E&Y on April 11, 2006, the
Company did not consult with E&Y regarding any of the matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
16.1 Letter of Eisner, dated April 19, 2006.
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.
STONE ARCADE ACQUISITION CORPORATION
Date: April 19, 2006 By: /s/ Roger Stone
--------------------------------
Name: Roger Stone
Title: Chief Executive Officer
3
EXHIBIT INDEX
Exhibit Number Description
16.1 Letter of Eisner, dated April 19, 2006.
4