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): December 27,
2011
AMERICAN BIO MEDICA CORPORATION
(Exact
name of registrant as specified in its charter)
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New York
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0-28666
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14-1702188
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||
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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| 122 Smith Road, Kinderhook, NY | 12106 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s
telephone number, including area code: 518-758-8158
Not
applicable
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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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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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
Dismissal of Independent
Registered Public Accounting Firm
On
December 27, 2011, American Bio Medica Corporation (the “Company”) dismissed
UHY, LLP (“UHY”) as the Company’s independent registered public accounting
firm. The dismissal of UHY was approved by the Audit Committee of the
Board of Directors of the Company. UHY had been engaged to audit the Company’s
financial statements for the year ending December 31, 2011; however, UHY did not
conduct an audit of the financial statements of the Company as of and for the
year ending December 31, 2011 prior to its dismissal.
The
reports of UHY on the Company’s financial statements as of and for the years
ended December 31, 2010 and 2009 contained no adverse opinion or disclaimer of
opinion and were not modified or qualified as to uncertainty, audit scope, or
accounting principle, except that their report for the years ended December 31,
2010 and December 31, 2009 contained explanatory language regarding substantial
doubt about the Company’s ability to continue as a going concern.
For the
years ended December 31, 2010 and 2009 and through the date of this Current
Report on Form 8-K (the “Report”), there have been no disagreements with UHY 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 UHY would have caused them to make reference thereto in their
reports on the financial statements for such years or during any interim periods
through the date of this Report, and there were no reportable events within the
meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
A copy of
the disclosures contained within this Report are being provided to UHY, and the
Company has requested that UHY furnish it with a letter addressed to the
Securities and Exchange Commission (the “Commission”) stating whether or not it
agrees with the above statements so that it can be filed with the Commission
within ten (10) business days after the filing of this Report.
Engagement of Independent
Registered Public Accounting Firm
On
December 28, 2011, the Company engaged Sherb and Co., LLP (“Sherb”) as its
independent registered public accounting firm for the year ending December 31,
2011. The decision to engage Sherb was approved by the Audit Committee of the
Board of Directors of the Company.
Prior to
Sherb’s engagement, the Company did not consult with Sherb and receive either
written or oral advice from Sherb that was an important factor considered by the
Company in reaching a decision as to the application of accounting principles to
a specific completed or contemplated transaction, or the type of audit opinion
that might be rendered on the Company’s financial statements. In
addition, the Company has not consulted with Sherb concerning any matter that
was the subject of a disagreement or a reportable event, each as described in
Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K.
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.
| AMERICAN BIO MEDICA CORPORATION (Registrant) | |||
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Dated:
January 3, 2012
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By:
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/s/ Melissa A. Waterhouse | |
| Melissa A. Waterhouse | |||
| Vice President & Chief Compliance Officer | |||
| Corporate Secretary | |||