Unassociated Document
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
Date
of
Report (Date of earliest event reported) September 20, 2006
Glowpoint,
Inc.
(Exact
name of registrant as specified in its Charter)
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Delaware
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0-25940
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77-0312442
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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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225
Long Avenue Hillside,
NJ
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07205
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (973) 282-2000
Not
Applicable
-------------------------------------------------------------
(Former
name or former address, if changed since last report)
ITEM
4.02. NON-RELIANCE ON
PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED
INTERIM REVIEW.
On
September 20, 2006, the Board of Directors of Glowpoint, Inc. (“Glowpoint” or
the “Company”) concluded that Glowpoint will restate its previously issued
restated financial statements for the year ended December 31, 2004, which
appeared in the Company's Form 8-K filed on March 17, 2006, and its interim
financial statements for the quarters ended March 31, 2005, June 30, 2005,
and
September 30, 2005 appearing in Glowpoint's Forms 10-Q for the quarters ended
March 31, 2005, June 30, 2005, and September 30, 2005. In light of the
restatement, Glowpoint's prior financial statements for those periods should
no
longer be relied upon. The required internal investigative work has been
completed and management expects to proceed with filing reports in the near
future.
The
Company has been diligently working to issue all outstanding financial
statements and begin filing current reports on a timely basis. In connection
with this effort, current management initiated further research into tax and
regulatory matters. This research caused the Company to review and revise
certain assumptions and determinations relating to tax and regulatory matters.
As a result of management's review to date, the Company has decided to restate
the applicable financial statements in order to correctly allocate the potential
tax and/or regulatory liability into the proper period.
The
internal review process has been completed. The Company believes this
restatement will increase the previously reported selling, general and
administration (“SG&A”) expense and increase previously reported operating
losses and net losses for the indicated fiscal and quarterly periods. Other
than
corrections to classifications resulting from the restatement, previously
reported cash flows are not expected to be impacted. In addition, the Company's
current cash position reported in the prior periods is not expected to be
impacted.
On
September 25, 2006, the Company issued a press release addressing those matters,
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The
Board
of Directors has discussed the matters associated with the restatement and
disclosed in this current report on Form 8-K with Eisner LLP, the Company's
independent public accounting firm.
ITEM
8.01. OTHER
EVENTS.
Item
4.02
and the information in the press release that is incorporated by reference
under
Item 4.02 above is also incorporated by reference into this Item
8.01.
ITEM
9.01. FINANCIAL STATEMENTS
AND EXHIBITS.
(d)
Exhibits
Exhibit
No. Description
Exhibit
99.1 Press
release dated September 25, 2006.
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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GLOWPOINT,
INC |
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| Date: September
25, 2006 |
By: |
/s/
Michael
Brandofino |
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Michael
Brandofino |
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Chief
Executive Officer and President |