- Current report filing (8-K)
June 08 2010 - 3:46PM
Edgar (US Regulatory)
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): June 3, 2010
WEGENER
CORPORATION
(Exact
name of registrant
as
specified in its charter)
Delaware
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0-11003
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81-0371341
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(State
or other
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(Commission
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(I.R.S.
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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11350 Technology Circle, Johns Creek,
Georgia
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30097
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
(770)
623-0096
N/A
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(Former
name or former address, if changed since last
report.)
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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 (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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 Accountant.
(a)
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On
June 3, 2010, the Audit Committee of the Board of Directors of Wegener
Corporation (the “Company”) dismissed BDO Seidman, LLP (“BDO Seidman”) as
the Company’s independent registered public accounting firm, effective on
that date.
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The
reports of BDO Seidman on the financial statements of the Company for the fiscal
years ended August 28, 2009 and August 29, 2008 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except BDO Seidman’s audit
reports were modified for an uncertainty regarding the Company’s ability to
continue as a going concern. In the Annual Reports on Form 10-K filed by
the Company for the fiscal years ended August 28, 2009 and August 29, 2008, BDO
Seidman’s audit reports stated that the Company had suffered recurring losses
from operations and had a net capital deficiency that raised substantial doubt
about the Company’s ability to continue as a going concern. During
the fiscal years ended August 28, 2009 and August 29, 2008 and through June 3,
2010, there were no disagreements between the Company and BDO Seidman on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of BDO
Seidman, would have caused them to make reference thereto in their reports on
the financial statements for such fiscal years. During the period
described in the preceding sentence, there were no “reportable events,” as such
term is defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided BDO Seidman with a copy of this disclosure and requested that
BDO Seidman furnish it with a letter addressed to the United States Securities
and Exchange Commission stating whether it agrees with the above statements. A
copy of BDO Seidman’s letter, dated June 8, 2010, is attached hereto as Exhibit
16.1.
(b)
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On
June 3, 2010, the Audit Committee of the Board of Directors of the Company
appointed Habif, Arogeti & Wynne, LLP (“Habif, Arogeti & Wynne”)
as the Company’s independent registered public accounting firm for fiscal
year 2010. During the fiscal years ended August 28,
2009 and August 29, 2008 and through the date of the appointment of Habif,
Arogeti & Wynne, neither the Company nor anyone on the Company’s
behalf consulted with Habif, Arogeti & Wynne with respect to (i) the
application of accounting principles to a specified transaction, either
completed or proposed, (ii) the type of audit opinion that might be
rendered on the Company’s financial statements, or (iii) any matter that
was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)
of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v)
of Regulation S-K).
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Item
9.01 Financial Statements and Exhibits.
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16.1
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Letter
from BDO Seidman, LLP to the Securities and Exchange Commission dated June
8, 2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Wegener
Corporation
Date: June
8, 2010
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By:
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/s/ C. Troy Woodbury,
Jr.
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C.
Troy Woodbury, Jr.
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President
and Chief Executive Officer
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INDEX
TO EXHIBITS
Exhibit
No.
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Description
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16.1
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Letter
from BDO Seidman, LLP dated June 8,
2010.
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