Attached files
| file | filename |
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| EX-99.1 - AMERICAN SPECTRUM REALTY INC | v195335_ex99-1.htm |
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
August
23, 2010
Date of
Report (Date of earliest event reported)
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American
Spectrum Realty, Inc.
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(Exact
name of registrant as specified in its
charter)
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Maryland
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001-16785
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52-2258674
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(State
or Other
Jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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2401
Fountain View, Suite 510, Houston, Texas 77057
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(Address
of principal executive
offices)
(Zip Code)
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(713)
706-6200
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(Registrant’s
telephone number, including area
code)
|
|
(Former
name or former address, if changed since last
report)
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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 Instructions A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01. Changes in Registrant’s Certifying Accountant.
As a
result of a competitive request for proposal process undertaken by the Audit
Committee of the Board of Directors (the “Audit Committee“) of American Spectrum
Realty, Inc. (“American Spectrum” or the “Company“), on August 23, 2010, the
Audit Committee approved the engagement of EEPB, PC (“EEPB“) as American
Spectrum's independent registered public accounting firm for the fiscal year
ending December 31, 2010. EEPB was formally appointed on August 25, 2010. During
American Spectrum's two most recent fiscal years ended December 31, 2009 and
2008 and through August 25, 2010 neither the Company nor anyone on its behalf
has consulted with EEPB regarding (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on American Spectrum's financial statements, and
neither a written report nor oral advice was provided to the Company that EEPB
concluded was an important factor considered by American Spectrum in reaching a
decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a “disagreement” (as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K) or a “reportable event” (as that term is defined in
Item 304(a)(1)(v) of Regulation S-K). In deciding to select EEPB, the Audit
Committee reviewed auditor independence issues and existing commercial
relationships with EEPB and concluded that EEPB has no commercial relationship
with the Company that would impair its independence.
On August
23, 2010, the Audit Committee notified Hein & Associates, LLP (“Hein”) that
it will not be retained as American Spectrum's independent registered public
accounting firm to audit the Company's consolidated financial statements for the
fiscal year ending December 31, 2010.
Hein’s
reports on American Spectrum's consolidated financial statements for each of the
two most recent fiscal years ended December 31, 2009 and 2008 did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit scope or accounting principles. During the two most recent
fiscal years ended December 31, 2009 and 2008, and in the subsequent interim
period through August 23, 2010, there were (i) no disagreements between American
Spectrum and Hein 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 Hein, would have caused Hein to make reference
to the subject matter of the disagreement in its reports on the consolidated
financial statements for such years, and (ii) no “reportable events” as that
term is defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Hein with a copy of this Current Report on Form 8-K, and
requested that Hein furnish American Spectrum with a letter addressed to the
U.S. Securities and Exchange Commission stating whether Hein agrees with the
disclosure contained in this Current Report on Form 8-K, or, if not, stating the
respects in which it does not agree. The Company has received the requested
letter from Hein and a copy of Hein's letter is filed as Exhibit
99.1
Item
9.01 Financial Statements and Exhibits.
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(c)
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Exhibits.
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Exhibit
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Description
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99.1
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Letter
from Hein & Associates, LLP dated August 23,
2010.
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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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AMERICAN
SPECTRUM REALTY, INC.
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By:
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/s/
William J. Carden
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Name:
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William
J. Carden
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Title:
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Chairman
of the Board, President
and
Chief Executive Officer
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Date: August
26, 2010