- Amended Current report filing (8-K/A)
24 Septembre 2009 - 11:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): September 24, 2009 (September 2,
2009)
Nyer
Medical Group, Inc.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 00-20175
Florida
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01-0469607
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(State
or other jurisdiction
of
incorporation)
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(IRS
Employer
Identification
No.)
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13
Water Street, Holliston, MA 01746
(Address
of principal executive offices, including zip code)
(508)
429-8506
(Registrant’s
telephone number, including area code)
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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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: This filing amends the Current Report on Form 8-K filed by Nyer
Medical Group, Inc., on September 9, 2009, which reported that certain
previously issued financial statements should no longer be relied
upon. This Current Report on Form 8-K/A amends and restates in its
entirety Item 4.02 to clarify that the accounting error was a misapplication of
accounting principles. We
determined that direct
costs associated with the acquisition of the remaining 20% of the outstanding
common stock of DAW were expensed rather than considered part of the cost of the
acquisition in accordance with SFAS No. 141,
Business
Combinations
. We have also
included quantitative data regarding the restatements as Exhibit
99.1.
Item
4.02.
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Non-reliance
on previously issued financial statements or a related audit report or
completed interim review.
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On
September 2, 2009, the Audit Committee of the Board of Directors (“Audit
Committee”) of Nyer Medical Group, Inc. (the “Company” or “Nyer”)
concluded that the Company’s financial statements and related audit reports
thereon for the year ended June 30, 2008, in the Company’s most recently filed
Annual Report on Form 10-K for the year ended June 30, 2008, and the interim
financial statements for the quarters ended December 31, 2007, and March 31,
2008, in the Quarterly Reports on Form 10-Q for the quarters ended December 31,
2007, March 31, 2008, December 31, 2008, and March 31, 2009, should no longer be
relied upon due to errors in the Company’s accounting for transaction
costs associated with the purchase of the minority interest in DAW, Inc., now a
wholly owned subsidiary of the Company, in February 2008. The Company
has determined that accounting principles were misapplied and
direct costs associated
with the acquisition of the remaining 20% of the outstanding common stock of DAW
were expensed rather than considered part of the cost of the acquisition in
accordance with SFAS No. 141, Business Combinations. The Company has
revised the allocation of the purchase price to now correctly reflect acquired
goodwill.
Management
had discovered these errors during its preparation of the Company’s financial
statements for the year ended June 30, 2009. Management then
discussed the errors with the Audit Committee, which also consulted with the
Company’s current independent registered public accounting firm and the
independent registered public accounting firm engaged by the Company for the
year ended June 30, 2008, and through March 16, 2009, regarding the matters
disclosed in this Current Report on Form 8-K.
The
errors related to transaction costs that were expensed in the Company’s
Consolidated Statement of Operations in the quarters ended December 31, 2007,
and March 31, 2008. These costs should have resulted in additional
goodwill pursuant to the purchase price allocation. As a result of
this error, selling, general, and administrative expenses were overstated and
net income was understated, net of related tax effect, for the quarters ended
December 31, 2007, and March 31, 2008, and for the fiscal year ended June
30, 2008. The table included as Exhibit 99.1 to this Current
Report on Form 8-K summarizes the impact on the Company’s consolidated financial
statements for the fiscal year ended June 30, 2008, and for the quarters ended
December 31, 2007, March 31, 2008, September 30, 2008, December 31, 2008, and
March 31, 2009.
In
accordance with the relief granted to the Company by the staff of the Division
of Corporation Finance of the Securities and Exchange Commission, we will file a
comprehensive Annual Report on Form 10-K for the year ended June 30, 2009, with
expanded financial and other disclosures in lieu of filing a separate amended
Annual Report on Form 10-K for the year ended June 30, 2008, and separate
amended Quarterly Reports on Form 10-Q for the periods ended December 31, 2007,
March 31, 2008, September 30, 2008, December 31, 2008, and March 31,
2009.
Item
9.01
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Financial
statements and exhibits.
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Exhibit
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Number
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Exhibit Description
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99.1
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Selected Consolidated Statements of Operations and
Balance Sheet Data, Restated for Correctons, of Nyer Medical Group,
Inc.
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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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Nyer
Medical Group, Inc.
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Date:
September 24, 2009
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By:
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Mark
A. Dumouchel
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President
and Chief Executive Officer
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Nyer Medical (NASDAQ:NYER)
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