-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RWilbAop2IEDVY8G+RDosqDMMCGH1OPAoe5e2tzwBdNnjnFnPjdYSD20AnR16/gc zUWUcwbFlf3KP+Fk9vMkBw== 0001144204-07-011126.txt : 20070305 0001144204-07-011126.hdr.sgml : 20070305 20070305091058 ACCESSION NUMBER: 0001144204-07-011126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070301 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070305 DATE AS OF CHANGE: 20070305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOWPOINT INC CENTRAL INDEX KEY: 0000746210 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 770312442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25940 FILM NUMBER: 07669707 BUSINESS ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 BUSINESS PHONE: 8054828277 MAIL ADDRESS: STREET 1: 225 LONG AVENUE CITY: HILLSIDE STATE: NJ ZIP: 07205 FORMER COMPANY: FORMER CONFORMED NAME: WIRE ONE TECHNOLOGIES INC DATE OF NAME CHANGE: 20000606 FORMER COMPANY: FORMER CONFORMED NAME: VIEW TECH INC DATE OF NAME CHANGE: 19950418 FORMER COMPANY: FORMER CONFORMED NAME: VIEWTECH INC DATE OF NAME CHANGE: 19950418 8-K 1 v067551_8k.htm Unassociated Document



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) March 1, 2007

Glowpoint, Inc.
---------------
(Exact name of registrant as specified in its Charter)



Delaware
 
0-25940
 
77-0312442
(State or other jurisdiction
 
(Commission
 
(I.R.S Employer
of incorporation)
 
File Number)
 
Identification No.)
         
         
225 Long Avenue Hillside, NJ
     
07205
(Address of principal executive offices)
     
(Zip Code)

Registrant's telephone number, including area code (312) 235-3888


Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)

 
 

 

Item 4.01.   Changes in Registrant’s Certifying Accountant.

(a) On March 1, 2007, Glowpoint, Inc. (the “Company”) dismissed Eisner LLP ("Eisner") as its independent registered public accounting firm. The Company recently filed on Form 8-K its audited consolidated financial statements as of December 31, 2005 and 2004 and for the years then ended. With its restructuring nearing completion and with the appointment of a new management team in April 2006, the Company determined it would be best to bring in an audit firm with a fresh perspective. The Audit Committee of the Company’s Board of Directors recommended and authorized the decision to change its independent registered public accounting firm.
 
The audit reports of Eisner on the Company's financial statements as of December 31, 2005 and 2004 and for the years then ended did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s two years ended December 31, 2005 and during the subsequent interim period preceding the dismissal of Eisner, there were no disagreements between the Company and Eisner on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of Eisner, would have required Eisner to make reference to the subject matter of such disagreement in connection with its reports on the financial statements of the Company for such years.
 
During the Company’s two years ended December 31, 2005 and during the subsequent interim period preceding the dismissal of Eisner, there have been no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
 
The Company provided Eisner with a copy of this Form 8-K prior to its filing and requested that Eisner furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated March 1, 2007, is attached hereto as Exhibit 16.1.
 
(b) The Company engaged the accounting firm of Amper, Politziner & Mattia ("Amper") as its new independent accountants as of March 1, 2007. During the fiscal years ended 2004 and 2005 and the interim periods subsequent to December 31, 2005, the Company did not consult with Amper on the application of accounting principles to a specified transaction, either completed or proposed; on the type of audit opinion that might be rendered on the Company's financial statements; or on any matter that was the subject of a disagreement with Eisner or a reportable event. During the fiscal years ended 2004 and 2005 and the interim periods subsequent to December 31, 2005, the Company did not receive either written or oral advice from Amper that was a factor in reaching a decision as to any accounting, auditing or financial reporting issue.
 
On March 5, 2007, the Company issued a press release addressing the foregoing matters, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


 
 

 


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

The information regarding Dr. Bami Bastani and Mr. James S. Lusk joining the Board of Directors and its committees contained in the press release that is incorporated by reference under Item 4.01 above is also incorporated by reference into this Item 5.02.
 
Item 9.01.   Financial Statements, Pro Forma Financial Information and Exhibits.
 
(a)  Financial Statements of Businesses Acquired.
 
Not applicable.
 
(b)  Pro Forma financial Information.
 
                                Not applicable.
 
 
 
(c)
Exhibits.
 
 
Exhibit No.
Description

Exhibit 16.1
Letter from Eisner LLP dated March 1, 2007.

Exhibit 99.1
Press release dated March 5, 2007 announcing the change of the Company’s independent registered public accounting firm
 
 
SIGNATURE

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.

 
GLOWPOINT, INC.
     
 
BY:
/s/ Michael Brandofino
   
Michael Brandofino
   
Chief Executive Officer and
 
President

Date: March 5, 2007

 
EX-16.1 2 v067551_ex16-1.htm Unassociated Document
Exhibit 16.1

Eisner
Eisner LLP
 
Accountants and Advisors
 
750 Third Avenue
 
New York, NY 10017-2703
 
Tel 212.949.8700 Fax 212.891.4100
 
www.eisnerllp.com
   
   
   
   
March 1, 2007
Exhibit 16.1



Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-6561

Re: Glowpoint, Inc.

We have read the statements that we understand Glowpoint, Inc. will include under Item 4.01 of the Form 8-K report it will file regarding the recent change of accountants. We agree with such statements made regarding our firm. We have no basis to agree or disagree with the other statements under Item 4.01.


/s/ Eisner LLP
Eisner LLP





Independent Member of Baker Tilly International
 
EX-99.1 3 v067551_ex99-1.htm
EXHIBIT 99.1

FOR IMMEDIATE RELEASE
Media Contact:                                                      
Christopher Welch                                                            
Glowpoint, Inc.
(866) 456-9764, ext. 2002                                                           
pr@glowpoint.com 
www.glowpoint.com 

GLOWPOINT SELECTS AMPER AS NEW AUDITOR
No Disagreement as Eisner is Dismissed

HILLSIDE, N.J. March 5, 2007 - Glowpoint, Inc. (OTC:GLOW.PK), a leading provider of broadcast-quality, IP-based managed video services, announced today that it has dismissed Eisner LLP (“Eisner”) as its independent registered public accounting firm and has engaged Amper, Politziner & Mattia (“Amper”). There was no disagreement with Eisner. Instead, with its restructuring nearing completion and with the appointment of a new management team in April 2006, there was a desire to bring in an audit firm with a fresh perspective for the 2006 audit. Amper is a leading CPA firm and is one of the largest auditors of public companies in the United States. Glowpoint looks forward to working with Amper to diligently complete the 2006 quarterly reviews and annual audit.

Glowpoint also announced that, with the filing of its 2005 audited financials, on February 28, 2007 Dr. Bami Bastani and James S. Lusk officially joined Glowpoint’s board of directors, audit committee, and compensation committee, all of which was previously disclosed in Glowpoint’s December 18, 2006 filing with the SEC. Dr. Bastani will also serve on the nominating committee. Mr. Lusk will serve as the chairman of the audit committee.
 
About Glowpoint
 
Glowpoint, Inc. (OTC: GLOW.PK) is a world-leading, broadcast-quality, IP-based video-managed service provider. Glowpoint offers videoconferencing, bridging, technology hosting, and IP-broadcasting services to a vast array of companies, from large Fortune 100 enterprises to small and medium-sized businesses. Glowpoint’s managed-video services are available bundled with Glowpoint’s quality-network offering or as a value-added managed-video service across other networks. Glowpoint is exclusively focused on quality two-way video communications and has been supporting millions of video calls since its launch in 2000. Glowpoint is headquartered in Hillside, New Jersey. To learn more about Glowpoint, visit www.glowpoint.com.

 
The statements contained herein, other than historical information, are or may be deemed to be forward-looking statements and involve factors, risks, and uncertainties that may cause actual results in future periods to differ materially from such statements.  These factors, risks, and uncertainties include market acceptance and availability of new video communication services; the nonexclusive and terminable-at-will nature of sales agent agreements; rapid technological change affecting demand for our services; competition from other video communications service providers; and the availability of sufficient financial resources to enable us to expand our operations, as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission.
 

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