Attached files
| file | filename |
|---|---|
| EX-16.1 - FUQI INTERNATIONAL, INC. | v200995_ex16-1.htm |
| EX-99.1 - FUQI INTERNATIONAL, INC. | v200995_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 1 ON
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): October 1, 2010
FUQI
INTERNATIONAL, INC.
(Exact
Name of Company as Specified in Charter)
|
Delaware
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001-33758
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20-1579407
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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5/F.,
Block 1, Shi Hua Industrial Zone
Cui
Zhu Road North
Shenzhen,
518019
People’s
Republic of China
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N/A
|
|
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(Address
of principal executive offices)
|
(Zip
code)
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Company’s
telephone number, including area code:
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+86
(755) 2580-1888
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N/A
(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 Company under any of the following
provisions:
|
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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EXPLANATORY
NOTE
Fuqi
International, Inc. (the “Company”) previously
filed on October 7, 2010 a Current Report on Form 8-K (the “Original 8-K”)
disclosing a change in its certifying accountant as a result of the merger (the
“Merger”)
between the Company’s independent registered public accounting firm, Stonefield
Josephson, Inc., and Marcum LLP. This Form 8-K/A is being filed to
clarify that the name of the Company’s new independent registered public
accounting firm as a result of the merger is Marcum LLP. Item 4.01 of
the Original 8-K is amended and restated in its entirety below.
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Item
4.01
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Changes
in Registrant's Certifying
Accountant
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On
October 1, 2010, Fuqi International, Inc. (the “Company”) was informed by its independent registered
public accounting firm, Stonefield Josephson, Inc. ("Stonefield") that it
has combined its practice with Marcum LLP (the "Merger") and began
practicing as Marcum LLP effective as of October 1, 2010. In light of
the Merger, the Audit Committee of the Company's Board of Directors approved
Marcum LLP as the Company’s independent registered public accounting firm
effective as of October 1, 2010.
The
principal accountant's reports of Stonefield on the financial statements of the
Company as of and for the years ended December 31, 2008 and December 31, 2007
did not contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.
During
the years ended December 31, 2008 and December 31, 2007 and through October 1,
2010, there were no disagreements with Stonefield on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which if not resolved to Stonefield's satisfaction, would have caused
it to make reference thereto in connection with its reports on the financial
statements for such years.
During
the years ended December 31, 2008 and December 31, 2007 and through October 1,
2010, there were no reportable events of the type described in Item 304(a)(1)(v)
of Regulation S-K, except as follows: Stonefield’s report dated March
30, 2009 on the Company’s internal control over financial reporting as of
December 31, 2008, which was included in the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2008, filed with the Securities and
Exchange Commission on March 31, 2009, expressed an adverse opinion on the
effectiveness of the Company’s internal control over financial reporting due to
the existence of the material weaknesses related to (i) the period end financial
closing process and (ii) the revenue recognition cycle.
These
material weaknesses were identified and described in “Management’s Assessment of
Internal Control over Financial Reporting” under Item 9A(B) in the 2008 Form
10-K. The Audit Committee of the Board of Directors of the Company
discussed the subject matter of these material weaknesses with
Stonefield.
During
the years ended December 31, 2008 and December 31, 2007 and through October 1,
2010, the effective date of the Merger, the Company did not consult with Marcum
LLP with respect to any of (i) the application of accounting principles to a
specified transaction, either completed or proposed; (ii) the type of audit
opinion that might be rendered on the Company's financial statements; or (iii)
any matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item
304(a)(1)(v) of Regulation S-K.
The
Company provided Stonefield with a copy of the foregoing disclosure and
requested Stonefield to furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made therein. A copy of such letter, dated November 4, 2010 furnished by
Stonefield, is filed as Exhibit 16.1 to this Current Report on Form
8-K/A.
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Item
7.01
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Regulation
FD
Disclosure
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On
November 4, 2010, the Company issued a press release that clarified the name of
the Company’s new independent registered public accounting firm as a result of
the merger is Marcum LLP. A copy of the press release is attached to
this Current Report on Form 8-K/A as Exhibit 99.1 and the information therein is
incorporated herein by reference.
The
information reported under Item 7.01 in this Current Report on Form 8-K/A,
including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
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Item
9.01
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Financial
Statements and
Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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|
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16.1
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Letter
from Stonefield Josephson, Inc. to the Securities and
Exchange
Commission
dated November 4, 2010.
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|
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99.1
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Press
release dated November 4, 2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: November
4, 2010
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FUQI
INTERNATIONAL, INC.
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||
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By:
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/s/ Frederick
W. Wong
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Name
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Frederick
W. Wong
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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16.1
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Letter
from Stonefield Josephson, Inc. to the Securities and
Exchange
Commission
dated November 4, 2010.
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99.1
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Press
release dated November 4, 2010.
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