SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
March 19, 2004
STORAGE COMPUTER CORPORATION
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(Exact Name of Registrant as specified in its charter)
DELAWARE 1-13616 02-045093
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
11 Riverside Street, Nashua, NH 03062-1373
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(Address of Principal Executive Offices) (Zip Code)
(603) 880-3005
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Registrant's telephone number, including area code:
Not Applicable
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(Registrant's Name or Former Address, if Change Since Last Report)
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EXPLANATORY NOTE
The registrant is filing this amendment No. 1 on Form 8K/A to its Current Report
on Form 8K dated March 26, 2004 for the purpose of amending the first paragraph
of Item 4. Item 4 of Form 8K is hereby amended and restated in its entirety as
follows:
Item 4. Changes in Registrant's Certifying Accountant.
After discussions between our management and BDO Seidman, LLP ("BDOS"),
BDOS resigned as independent auditor of the Company on March 19, 2004. The
resignation was accepted by the Audit Committee of our Board of Directors.
BDOS's reports on the financial statements for our most recent two
fiscal years ended December 31, 2001 and December 31, 2002 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles. During our two most recent
fiscal years ended December 31, 2001 and December 31, 2002, and through the date
of this report, there were no disagreements with BDOS on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope and procedure, which disagreements, if not resolved to the satisfaction of
BDOS, would have caused BDOS to make reference to the subject matter of the
disagreement(s) in connection with its reports. None of the reportable events as
defined in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K
occurred during our two most recent fiscal years ended December 31, 2001 and
December 31, 2002, and through the date of this report.
We have provided BDOS with a copy of the disclosures made in this Form
8-K. A copy of BDOS's letter, dated May 20, 2004, stating its agreement with the
statements made in this Form 8-K, is filed herewith as Exhibit 16.1.
We have engaged Sullivan Bille PC ("Sullivan Bille") as our new
independent auditor, effective March 19, 2004. The decision to engage Sullivan
Bille was recommended by the Audit Committee of our Board of Directors and was
approved by our Board of Directors.
During our two most recent fiscal years ended December 31, 2001 and
December 31, 2002, and the subsequent interim period commencing December 31,
2002, we did not consult with Sullivan Bille regarding any of the matters or
events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 5. Other Events and Required FD Disclosure.
On March 26, 2004, we issued the following press release announcing the
change in our certifying accountant:
"FOR IMMEDIATE RELEASE
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Contacts:
Michael O'Donnell
(603) 880.3005 x303
modonnell@storage.com
STORAGE COMPUTER SELECTS NEW AUDIT FIRM
NASHUA, N.H, March 26, 2004 -- Storage Computer Corporation (AMEX: SOS)
(www.storage.com), a provider of high-performance storage and data management
software, announced today that it will change auditors.
The Company's board of directors accepted the recommendation of the audit
committee and appointed the firm of Sullivan Bille PC as the auditors for the
Company effective immediately.
The decision to change auditors was not the result of any disagreement between
the Company and its previous auditors, BDO Seidman, LLP, on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure as more fully described in the Form 8-K Storage Computer
filed with the Securities and Exchange Commission today.
Michael O'Donnell, the Company's recently appointed Chief Financial Officer,
commented "I am pleased with the audit committee's selection of Sullivan Bille.
They are a well-staffed and professional firm that brings audit experience from
the high technology and storage industries, which will help make a smooth
transition of auditors. Because of the change in auditors, the Company will not
be able to complete and file its Annual Report for 2003 on Form 10-K within the
time required; it does, however, expect to file its Form 10-K with the SEC on or
prior to the April 14, 2004 expiration of the extension period provided under
SEC Rule 12b-25."
About Storage Computer Corporation
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Storage Computer Corporation (AMEX:SOS - News), delivers high performance
storage management solutions, develops and manufactures software-driven,
multi-host storage solutions for powering advanced business applications. Based
on open system commodity hardware components and architectures, Storage
Computer's high-bandwidth storage technologies supports a great variety of
applications, including advanced database activities, interactive multi-media,
multi-cast video content, medical imaging and more. Company information may be
found at http://www.storage.com.
This press release may contain forward-looking statements to future
events or future financial performance that involves risks and uncertainties.
These statements are made pursuant to the safe harbor provisions of Section 21E
of the Securities Exchange Act of 1934. These statements are only predictions
and actual results could differ materially from those anticipated in these
statements based upon a number of factors including those uncertainties and risk
factors detailed from time to time in reports filed by Storage."
Item 7. Financial Statements, Proforma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
16.1* - Letter of BDO Seidman, LLP regarding change in certifying
accountant.
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* Furnished herewith
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.
Date: May 20, 2004 STORAGE COMPUTER CORPORATION
By: /s/ Theodore J. Goodlander
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Name: Theodore J. Goodlander
Title: Chief Executive Officer