UNITED
STATES
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): January 19,
2009
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
|
001-04978
|
|
22-1684144
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
3301
Electronics Way, West Palm Beach, Florida
|
|
33407
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(Registrant’s
Telephone Number, Including Area Code)
(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):
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))
EXPLANATORY
NOTE
This
Amendment on Form 8-K/A (the "Amendment") amends the Current Report
for Solitron Devices, Inc. (the "Company") on Form 8-K, as initially filed with
the Securities and Exchange Commission on January 23, 2009 (the "Original
Report"). The Company is filing this Amendment in response to comments from the
Staff of the United States Securities & Exchange Commission. This Amendment
is an amendment and restatement of the Original Report in its entirety in order
to provide a complete presentation.
Item
4.01. Changes in Registrant’s Certifying
Accountant.
(a) On
January 19, 2009, Solitron Devices, Inc. (the “Company”), terminated the
engagement of DeLeon & Company, P.A. (“DLC”) as the Company’s independent
registered public accounting firm. The Audit Committee of the Board
of Directors of the Company recommended and approved the decision to terminate
DLC.
DLC
previously audited the Company’s consolidated financial statements for the
fiscal years ended February 28, 2007 and February 29, 2008. DLC
reports on the consolidated financial statements of the Company for the fiscal
years ended February 28, 2007 and February 29, 2008 did not contain an adverse
opinion nor a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
In
connection with its audits of the Company’s financial statements for the fiscal
years ended February 28, 2007 and February 29, 2008, and through the interim
period ended January 19, 2009, the Company has had no disagreement with DLC on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of DLC, would have caused DLC to make a reference to the subject
matter of the disagreements in connection with its reports on the consolidated
financial statements for the fiscal years ended February 28, 2007 and February
29, 2008.
A letter
from DLC dated January 28, 2009 is attached as Exhibit 16.1 to this Form 8-K
..
(b) New
Independent Registered Public Accounting Firm
The
Company’s Audit Committee reviewed the qualifications of several potential
applicants and chose Friedman Cohen Taubman & Company, LLC (“FCTC”) as the
successor independent registered public accounting firm to be engaged effective
January 19, 2009.
Prior to
engaging FCTC, neither the Company nor anyone acting on the Company’s behalf
consulted FCTC regarding 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, and no written or oral advice
was provided that was an important factor considered by the Company in reaching
a decision as to any accounting, auditing or financial reporting
issues.
Item
9.01: Financial Statements and
Exhibits
(d) Exhibits:
|
16.1
|
Letter
from DeLeon & Company, P.A. dated January 28, 2009 to the Securities
and Exchange Commission.
|
Pursuant
to the requirement 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.
|
January
28, 2009
|
SOLITRON
DEVICES, INC.
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Shevach
Saraf
|
|
|
Chairman,
Chief Executive Officer,
|
|
|
President,
Chief Financial Officer
|
|
|
&
Treasurer
|
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
|
|
|
16.1
|
Letter
from DeLeon & Company, P.A. dated January
28, 2009 to the Securities and Exchange
Commission.
|