8-K/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________________

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):    March 23, 2016

UNITED-GUARDIAN, INC.
(Exact name of Registrant as Specified in Charter)

DELAWARE	001-10526	11-1719724
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

230 Marcus Boulevard, Hauppauge, New York	11788
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code:    (631) 273-0900

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:

¨    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)

EXPLANATORY NOTE:

The purpose of this Current Report on Form 8-K/A, Amendment No. 1, is to amend the Current Report on Form 8-K filed by United-Guardian, Inc. (the “Registrant”) on March 29, 2016. This amendment is being filed solely to correct an inadvertent error in the wording of Item 4.01(a). The wording in the original filing should have been replaced with the wording in the corrected paragraph below. For the convenience of the reader, the entire 8-K announcement, as corrected, is repeated below. Other than the correction to Item 4.01(a), the remainder of the original Form 8-K remains unchanged.  

Item 2.02. Results of Operations and Financial Condition.

On March 24, 2016 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 4.01 Changes in Registrant's Certifying Accountant

(a) Resignation of Baker Tilly Virchow Krause, LLP

On March 25, 2016 Baker Tilly Virchow Krause, LLP (“Baker Tilly”) notified the Registrant that Baker Tilly was resigning as the Registrant’s independent registered public accountant, effective immediately. After the completion of Baker Tilly’s most recent audit of the Registrant’s financial statements for the fiscal year ended December 31, 2015 (the “Audit”), the Registrant made an offer of employment to a Baker Tilly employee who participated in the Audit. The Baker Tilly employee accepted the offer of employment. As a result, Baker Tilly has determined that this would constitute a conflict of interest and that their independence would be impaired in accordance with SEC independence rules, and notified the Registrant that it would have to resign.

Baker Tilly had audited the Registrant's financial statements for the fiscal years ended December 31, 2014 and 2015. The audit reports of Baker Tilly on the Registrant's financial statements for those years did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle. During the Company’s two most recent fiscal years and subsequent interim period preceding Baker Tilly's resignation as the Registrant's independent registered public accountant, there have been no disagreements with Baker Tilly 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 Baker Tilly, would have caused it to make reference to the subject matter of the disagreements in connection with its report. There were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

The Registrant has provided a copy of this disclosure to Baker Tilly, and requested that Baker Tilly furnish the Registrant with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Registrant and, if not, stating the respects in which it does not agree. A copy of Baker Tilly’s response is included as Exhibit 16.1 to this Report.

(b) Engagement of New Certifying Accountant

On March 29, 2016, as directed and approved by the Audit Committee of the Registrant’s Board of Directors, the Registrant formally retained Raich Ende Malter Co. LLP as the Registrant’s independent accountant, effective immediately. During the two most recent fiscal years and through the date of this Report, the Registrant has not consulted with Raich Ende Malter Co. LLP regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Registrant, as well as any matters or reportable events described in Items 304(a)(2)(i) or (ii) of Regulation S-K.

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    Election of Directors

On March 23, 2016, S. Ari Papoulias was appointed to the Board of Directors (the "Board") of the Registrant effective immediately. Since 2015 Mr. Papoulias has been Managing Director of ChemRise LLC, a business advisory firm. From 2006 to 2015 he was Global Marketing Director for Momentive Performance Materials, and from 1987 to 2006 he held various leadership positions with International Specialty Products, Inc. He holds a B.Sc. in Chemical Engineering, an M.Sc. in Chemical Engineering, a Ph.D. in Chemical Engineering, and an MBA in Finance. Mr. Papoulias will also be serving on the Board’s Audit Committee. There are no family relationships between Mr. Papoulias and any director or other executive officer of the Company, nor are there any transactions between him or any member of his immediate family and the Registrant that would be reportable as a related party transaction under the rules of the United States Securities and Exchange Commission. Further, there is no arrangement or understanding between Mr. Papoulias and any other persons or entities pursuant to which Mr. Papoulias was appointed as a director of the Company.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed with this report:

Exhibit Number	Description
16.1	Letter from Baker dated March 29, 2016
99.1	Press release dated March 24, 2016

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.

UNITED-GUARDIAN, INC.

By: s/ Kenneth H. Globus
Name: Kenneth H. Globus
Title: President

March 29, 2016

EX-16.1

Exhibit 16.1   Baker Tilly Virchow Krause, LLP 125 Baylis Rd, Ste 300 Melville, NY 11747 United States of America   T: +1 631 752 7400 F: +1 888 264 9617   bakertilly.com

March 29, 2016

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE: United-Guardian, Inc. CIK# 0000101295

Dear Sir or Madam:

We have read the statements made by United-Guardian, Inc. (the “Company”) pursuant to Item 4.01 of Form 8-K, which we understand will be filed with the Securities and Exchange Commission as part of the Form 8-K dated March 29, 2016. We agree with the Company’s statements concerning our Firm in Item 4.01(a) of such Form 8-K.

Sincerely,

/s/ BAKER TILLY VIRCHOW KRAUSE, LLP

EX-99.1

EXHIBIT 99.1

United-Guardian Reports Year-End Earnings and Appointment of New Director

HAUPPAUGE, N.Y., March 24, 2016 (GLOBE NEWSWIRE) -- United-Guardian, Inc., (NASDAQ:UG) reported today that net sales for FY-2015 were up 4.1% over last year, increasing from $13,449,679 in 2014 to $14,006,244 in 2015. Net income was also up, increasing from $4,050,416 ($0.88 per share) in 2014 to $4,606,929 ($1.00 per share) in 2015. 

“The increase in sales and earnings for 2015 was primarily due to very strong sales of one of our Lubrajel^® products in China during the first nine months of 2015,” said Ken Globus, President of United-Guardian. “Due to a number of factors, including some customers in China overestimating their inventory requirements during the first nine months of 2015, we did not see any significant sales of this product into China in either the fourth quarter of 2015 or the first quarter of this year. This negatively affected our fourth quarter 2015 sales, and is also expected to impact our sales for the first half of 2016. We are hoping to see a resumption of sales of this product into China in the second half of this year.” 

“On a much more positive note, we have received FDA approval to market our new single-dose form of Renacidin^®, our proprietary urological product, and expect sales of this product to begin around April 1^st. We are hopeful that those sales, along with the potential for additional revenue later this year from our new line of Lubrajel 'Natural' products, as well as the expected resumption of sales into China in the second half of the year, will at least partially offset the expected reduction in sales in China for the first half of 2016.” 

Mr. Globus also announced that the company’s Board of Directors has appointed Mr. S. Ari Papoulias to fill the vacancy that resulted from the resignation of one of the Board members due to a job conflict. Mr. Papoulias holds a Ph.D. in Chemical Engineering, an MBA in Finance, and has extensive business and financial experience. Mr. Papoulias will also serve on the company’s Audit Committee. 

“We are very excited to welcome Ari to our Board,” said Mr. Globus. “We believe that his business and financial experience will be extremely valuable to the company as we continue our efforts to grow the business in an increasingly competitive marketplace.” 

United-Guardian is a manufacturer of cosmetic ingredients, personal and health care products, pharmaceuticals, and specialty industrial products.

RESULTS FOR THE YEARS ENDED
DECEMBER 31, 2015 AND DECEMBER 31, 2014
STATEMENTS OF INCOME
		Years ended December 31,
		2015			2014
Net sales	$	14,006,244		$	13,449,679
Costs and expenses:
Cost of sales		5,202,158			5,317,707
Operating expenses		1,862,290			1,910,585
Research and development		648,211			730,412
Total costs and expenses		7,712,659			7,958,704
Income from operations		6,293,585			5,490,975
Other income:
Investment income		332,705			239,592
Loss from sale of asset		(879	)		---
Income from damage settlement		---			24,403
Total other income		331,826			263,995
Income from operations before income taxes		6,625,411			5,754,970
Provision for income taxes		2,018,482			1,704,554
Net income	$	4,606,929		$	4,050,416
Earnings per common share (basic and diluted)	$	1.00		$	.88
Weighted average shares (basic and diluted)		4,594,319			4,596,439
BALANCE SHEET DATA
		December 31,
		2015			2014
Current assets	$	14,517,960		$	14,663,071
Net property, plant, and equipment		1,096,113			1,207,903
Other asset		74,118			68,042
Total assets	$	15,688,191		$	15,939,016
Current liabilities	$	988,367		$	974,970
Deferred income taxes		118,010			227,108
Total Liabilities	$	1,106,377		$	1,202,078
Stockholders’ equity	$	14,581,814		$	14,736,938
Total liabilities and stockholders’ equity	$	15,688,191		$	15,939,016

NOTE:   This press release contains both historical and "forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements about the company’s expectations or beliefs concerning future events, such as financial performance, business prospects, and similar matters, are being made in reliance upon the “safe harbor” provisions of that Act. Such statements are subject to a variety of factors that could cause Registrant’s actual results or performance to differ materially from the anticipated results or performance expressed or implied by such forward-looking statements. For further information about the risks and uncertainties that may affect the company’s business please refer to the company's reports and filings with the Securities and Exchange Commission.

Contact: Robert S. Rubinger
(631) 273-0900