Attached files
| file | filename |
|---|---|
| EX-99.1 - SPONGETECH DELIVERY SYSTEMS INC | v163086_ex99-1.htm |
| EX-99.2 - SPONGETECH DELIVERY SYSTEMS INC | v163086_ex99-2.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
Date of
Report (Date of earliest event reported): October 9,
2009
SPONGETECH DELIVERY
SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
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333-100925
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54-2077231
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
10
West 33rd Street,
Suite 518
New
York, New York 10001
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code: (212) 695-7850
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:
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))
Item
4.01 Changes In
Registrant's Certifying Accountant.
On
October 13, 2009, Deloitte & Touche LLP (“D&T”) resigned as the
independent registered public accounting firm for SpongeTech Delivery Systems,
Inc. (“SpongeTech”) for the year ending May 31, 2010. During the
fiscal years ended May 31, 2009 and 2008, and during any subsequent period
through the date hereof, D&T did not issue any reports on SpongeTech’s
consolidated financial statements. During the fiscal years ended May 31,
2009 and 2008, and during any subsequent period through the date hereof, there
were no disagreements with D&T on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of D&T would have
caused it to make reference to the subject matter of the disagreement(s) in
connection with its reports, and (ii) there were no “reportable events” as
defined in Item 304(a)(1)(v) of Regulation S-K.
The
decision to change SpongeTech’s auditors was made by D&T, and therefore no
approval of SpongeTech’s Board of Directors or Audit Committee was
obtained.
SpongeTech
provided D&T with a copy of the foregoing disclosures and requested from
D&T a letter addressed to the U.S. Securities and Exchange Commission
stating whether it agrees with such statements, and, if not, stating the
respects in which it does not agree. The letter from D&T will be filed by an
amendment to this Current Report on Form 8-K when it becomes
available.
A copy of
D&T’s notification letter is attached hereto as Exhibit 99.1
Item
8.01 Other
Events.
On
October 9, 2009, a putative class action lawsuit asserting claims under the
Securities Exchange Act of 1934, as amended (the “1934 Act”), was filed by The
Rosen Law Firm, P.A., in the United States District Court for the Southern
District of New York against SpongeTech, and Spongetech officers and directors,
Michael L. Metter, Steven Moskowitz, Frank Lazauskas, as well as RM Enterprises
International, Inc. (an entity in which SpongeTech’s directors and officers hold
direct and/or indirect ownership interests, and of which Mr. Moskowitz and Mr.
Lazauskas serve as officers and/or directors). The lawsuit was brought on behalf
of all those who purchased SpongeTech common stock during the putative class
period from April 15, 2008 to October 5, 2009, and alleges violations of
Sections 10(b) and 20(a) of the 1934 Act and Rule 10b-5 promulgated thereunder.
In particular, the complaint alleges that during the putative class period,
SpongeTech engaged in a scheme to deceive the market and a course of conduct
that artificially inflated SpongeTech’s stock price, and made false and
misleading statements and/or omissions about SpongeTech’s financial condition
and business prospects. The lawsuit seeks, among other relief, unspecified
damages, costs and expenses.
On
October 12, 2009, The Brualdi Law Firm, P.C. issued
a press release announcing that it commenced a lawsuit in the United States
District Court for the Southern District of New York on behalf of all purchasers
of SpongeTech stock between April
15, 2008 and October 5, 2009, inclusive. As of the date of this
report, SpongeTech has not seen a copy of the complaint.
Spongetech
believes the allegations set forth in the complaint filed by The Rosen Law Firm
are meritless and intends to defend these actions vigorously.
Item 9.01. Financial Statements
and Exhibits.
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Exhibit No.
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Description
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|
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99.1
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Notification
letter of Deloitte & Touche LLP
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99.2
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Press
Release, dated October 16,
2009.
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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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Spongetech
Delivery Systems, Inc.
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Date:
October 16, 2009
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By:
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/s/ Michael Metter
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Michael
Metter
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
|
|
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99.1
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Notification
letter of Deloitte & Touche LLP
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|
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99.2
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Press
Release, dated October 16,
2009.
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