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): October 24, 2012
| AMERICAN BIO MEDICA CORPORATION |
(Exact name of registrant as specified in its charter)
| New York | 0-28666 | 14-1702188 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
| 122 Smith Road, Kinderhook, NY | 12106 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 518-758-8158
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 Accountant
Dismissal of Independent Registered Public Accounting Firm
On October 24, 2012, American Bio Medica Corporation (the “Company”) dismissed Sherb and Co., LLP (“Sherb”) as the Company’s independent registered public accounting firm. The dismissal of Sherb was approved by the Audit Committee of the Board of Directors of the Company. Sherb had been engaged to audit the Company’s financial statements for the year ending December 31, 2012.
The reports of Sherb on the Company’s financial statements as of and for the year ended December 31, 2011 contained no adverse opinion or disclaimer of opinion and were not modified or qualified as to uncertainty, audit scope, or accounting principle, except that their report for the year ended December 31, 2011 contained explanatory language regarding substantial doubt about the Company’s ability to continue as a going concern.
For the years ended December 31, 2011 and through the date of this Current Report on Form 8-K (the “Report”), there have been no disagreements with Sherb 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 Sherb would have caused them to make reference thereto in their reports on the financial statements for the year ended December 31, 2011 or during any interim periods through the date of this Report, and there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
A copy of the disclosures contained within this Report have been provided to Sherb, and the Company has received a letter addressed to the Securities and Exchange Commission (the “Commission”) stating whether or not it agrees with the above statements. A copy of this letter is being filed as an exhibit to this Report.
Engagement of Independent Registered Public Accounting Firm
On October 24, 2012, the Company engaged Liggitt, Vogt and Webb, P.A. (“LVW”) as its independent registered public accounting firm for the year ending December 31, 2012. The decision to engage LVW was approved by the Audit Committee of the Board of Directors of the Company.
Prior to LVW’s engagement, the Company did not consult with LVW and receive either written or oral advice from LVW that was an important factor considered by the Company in reaching a decision as to the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company’s financial statements. In addition, the Company has not consulted with LVW concerning any matter that was the subject of a disagreement or a reportable event, each as described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
The following exhibit is filed with this Report on Form 8-K:
99.1 Letter from Sherb and Co., LLP dated October 24, 2012 addressed to the United States Securities & Exchange Commission
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.
| AMERICAN BIO MEDICA CORPORATION (Registrant) | ||
| Dated: October 25 2012 | By: | /s/ Melissa A. Waterhouse |
| Melissa A. Waterhouse | ||
| Executive Vice President, Regulatory Affairs Chief Compliance Officer | ||
| Corporate Secretary | ||
EXHIBIT 99.1
(Sherb & Co., LLP Letterhead)
October 24, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K dated October 24, 2012 of American Bio Medica Corporation and are in agreement with the statements contained first sentence with regards to the dismissal of Sherb & Co., LLP, of the first paragraph, the second, third and fourth paragraphs therein in their entirety. We have no basis to agree or disagree with other statements of the Registrant contained therein.
| /s/ Sherb & Co., LLP | |
| Certified Public Accountants |