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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 31,
2019
Solitron Devices, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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001-04978
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(State or Other
Jurisdiction of
Incorporation)
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(Commission File
Number)
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3301
Electronics Way, West Palm Beach, Florida
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33407
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(561)
848-4311
(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):
☐
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this
chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
□
Explanatory Note
On January 17, 2019, Solitron Devices, Inc.
(“Solitron” or the “Company”) filed a
Current Report on Form 8-K (the “Original Form 8-K”)
with the Securities and Exchange Commission (“SEC”)
reporting the required information under Item 4.01 of Form 8-K
relating to the termination of BDO USA, LLP (“BDO”) as
the Company’s independent registered public accounting firm.
This Amendment No. 1 to the Form 8-K (the “Amendment”)
amends the Original Form 8-K to include Exhibit 16.1 which we
subsequently received on January 31, 2019 from BDO. In light
of the timing of receipt of the letter from BDO on January 31, 2019
and the February 1, 2019 deadline for filing this letter within 10
business days of the filing date of the Original Form 8-K as
required under Item 304 of Regulation S-K, Solitron is filing the
Amendment to comply with this filing requirement. Solitron intends
to file a subsequent amendment for purposes of responding to
certain of the items discussed in the letter from BDO.
This
Amendment does not change any of the other information contained in
the Original Form 8-K except as specifically set forth herein. The
Amendment continues to speak as of the date of the Original Form
8-K and the Company has not updated or amended the disclosures
contained therein to reflect events that have occurred since the
date of the Original Form 8-K. Accordingly, this Amendment should
be read in conjunction with the Company’s filings made with
the SEC subsequent to the date of the Original Form
8-K.
Section 4 – Matters Related to Accountants and Financial
Statements
Item
4.01.
Changes in Registrant's Certifying Accountant.
As
previously reported in the Original Form 8-K, on January 11, 2019,
Solitron notified BDO that it was terminating BDO as the
Company’s independent registered public accounting firm. This
Amendment amends the Original Form 8-K to include the letter from
BDO addressed to the SEC stating whether BDO agrees with the
statements made in the Original Form 8-K, and if not, stating the
respects in which it does not agree. A copy of BDO’s letter
is filed as Exhibit 16.1 to this Amendment.
Section 9 – Financial Statements and Exhibits
Item
9.01
Financial Statements and Exhibits.
Exhibit
No.
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.
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SOLITRON
DEVICES, INC.
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Date: February 1,
2019
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By:
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/s/ Tim
Eriksen
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Tim Eriksen
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Chief
Executive Officer and
Interim
Chief Financial Officer
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