Smart Online, Inc. / Form 8-K/A
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): November 15, 2005
SMART
ONLINE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32634
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95-4439334
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2530
Meridian Parkway, 2nd
Floor
Durham,
North Carolina
(Address
of principal executive offices)
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27713
(Zip
Code)
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Registrant’s
telephone number, including area code: (919)
765-5000
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):
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))
This
Form
8-K/A amends a Form 8-K filed on November 21, 2005 as previously amended on
November 22, 2005.
Item
4.01. Change in Registrant's Certifying Accountant.
The
Audit
Committee of the Board of Directors of Smart Online, Inc. approved a change
in
auditors to audit its financial statements. The Audit Committee dismissed BDO
Seidman, LLP effective November 15, 2005. The Audit
Committee appointed Goldstein Golub Kessler LLP (“GGK”) to serve as the
Company’s independent registered public accountants, effective November 15,
2005. GGK will replace BDO Seidman, LLP (“BDO”). There were no “disagreements”
(as such term is defined in Item 304(a)(1)(iv) of Regulation S-K) with BDO
at
any time during the year ended December 31, 2003 and December 31, 2004 and
the period January 1, 2005 through November 15, 2005 regarding any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedures that if not resolved to the satisfaction of BDO
would have caused it to make reference to such disagreements in its reports.
In
addition, during the same periods, no “reportable events” (as such term is
defined in Item 304(a)(1)(v)(A) through (D) of Regulation S-K and its related
instructions) arose in the context of Smart Online’s relationship with BDO.
Smart Online has restated the interim financial statements in its Form 10-Q
for
the quarter ended June 30, 2005, because in consultation with BDO, Smart
Online determined that Smart Online’s expenses for the second quarter were
overstated by $506,000. The restated financial statements therefore decrease
its
loss by $506,000. See Note 7 of Notes to Financial Statements in the Form 10-Q/A
filed by Smart Online on November 22, 2005. The reports of BDO for each of
the
fiscal years ended December 31, 2004, December 31, 2003, and did not contain
an
adverse opinion or disclaimer of opinion and were not qualified or modified
as
to audit scope or accounting principles. However, the report of BDO contained
an
explanatory paragraph with respect to uncertainty as to Smart Online’s
ability to continue as a going concern.
During
each of the two most recent fiscal years and the period January 1, 2005 through
November 14, 2005, neither Smart Online nor anyone on its behalf consulted
with
GGK with respect to any accounting or auditing issues involving Smart Online.
In
particular, there was no discussion by Smart Online with GGK regarding the
type
of audit opinion that might be rendered on Smart Online's financial statements,
the application of accounting principles applied to a specified transaction
or
any matter that was the subject of a disagreement or a “reportable event” as
defined in Item 304(a)(1) of Regulation S-K and its related instructions.
BDO
has
reviewed the disclosures contained in this Form 8-K/A report. BDO has furnished
Smart Online with a letter addressed to the Securities and Exchange Commission,
a copy of which is attached as Exhibit 16.1, in accordance with Item 304(a)(3)
of Regulation S-K, indicating that it agrees with the above
disclosure.
Item
9.01. Financial Statements and Exhibits.
9.01(c)
Index to Exhibits
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Exhibit
No.
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Item
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16.1
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Letter
from BDO Seidman, LLP, registered public accountants, to the
Securities and Exchange Commission.
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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.
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Date:
December 23, 2005
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SMART
ONLINE, INC.
By:
/s/
Michael Nouri
Michael
Nouri, President and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Item
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16.1
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Letter
from BDO Seidman, LLP, certified public accountants, to the Securities
and
Exchange Commission.
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3