Attached files
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| EX-16 - LETTER FROM ROTENBERG MERIL SOLOMON BERTIGER & GUTTILLA, P.C. - AMBIENT CORP /NY | ambt_ex16.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 8, 2012
AMBIENT CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-35259
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98-0166007
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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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7 WELLS AVENUE, SUITE 11, NEWTON, MASSACHUSETTS, 02459
(Address of principal executive offices, including Zip Code)
617- 332-0004
(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))
SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Explanatory Note
This Amendment No. 1 on Form 8-K/A amends and restates the Current Report on Form 8-K filed by Ambient Corporation with the Securities and Exchange Commission (the “SEC”) on June 13, 2012 (the “Original Form 8-K”) to revise its disclosure concerning the dismissal of its former independent registered public accounting firm and the appointment of its new independent registered public accounting firm, in response to certain comments received from the SEC. Namely, the second and third paragraphs in Item 4.01 below have been revised to clarify that the disclosure contained therein covers the subsequent interim period through June 8, 2012, the date of dismissal, rather than March 31, 2012 as reported in the Original Form 8-K. Except for the changes described in this explanatory note, no other amendments to the Original Form 8-K are made by this Form 8-K/A.
Item 4.01 Changes in Registrant’s Certifying Accountant.
On June 8, 2012, the Audit Committee (the “Audit Committee”) of the Board of Directors of Ambient Corporation (the “Company”) dismissed Rotenberg Meril Solomon Bertiger & Guttilla, P.C. (“Rotenberg”) as its independent registered public accounting firm. The reports of Rotenberg on the financial statements of the Company for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years and the subsequent interim period through the dismissal of Rotenberg, there have been no disagreements with Rotenberg 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 Rotenberg would have caused it to make reference to the subject matter of such disagreements in their reports on the financial statements for such years.
During the two most recent fiscal years and the subsequent interim period through the dismissal of Rotenberg, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K). The Company has requested that Rotenberg furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated June 13, 2012, is filed as Exhibit 16 to this Current Report on Form 8-K.
Effective June 12, 2012, the Company’s Audit Committee appointed PricewaterhouseCoopers LLP (“PWC”) as the independent registered public accounting firm, for the Company for the fiscal year ending December 31, 2012. During the last two fiscal years and the subsequent interim period through the appointment of PWC, neither the Company nor anyone on its behalf consulted with PWC regarding (i) the application of accounting principles to a specified transaction or transactions, either completed or proposed, or the type of audit opinion PWC might render on the Company’s financial statements 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 that Item, or a “reportable event” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Exhibit Description
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Letter from Rotenberg Meril Solomon Bertiger & Guttilla, P.C. to the Securities and Exchange Commission dated June 19, 2012 regarding change in certifying accountant.
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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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AMBIENT CORPORATION
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Dated: June 19, 2012
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By:
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/s/ John J. Joyce
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John J. Joyce
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Chief Executive Officer
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Exhibit Index
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Exhibit No.
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Exhibit Description
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Letter from Rotenberg Meril Solomon Bertiger & Guttilla, P.C. to the Securities and Exchange Commission dated June 19, 2012 regarding change in certifying accountant.
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