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 26, 2006
Glowpoint, Inc.
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(Exact name of registrant as specified in its Charter)
Delaware 0-25940 77-0312442
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(State or other jurisdiction (Commission (I.R.S Employer
of incorporation) File Number) Identification No.)
225 Long Avenue Hillside, NJ 07205
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 235-3888
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 8.01. OTHER EVENTS.
On or about September 27, 2006, Glowpoint, Inc. ("Glowpoint" or the
"Company") received at its offices a notice addressed to All Communications
Corp. ("AllComm") from a collection agency retained by New York State Department
of Taxation and Finance regarding an overdue tax liability (the "AllComm Tax
Liability"). The total amount demanded as of that date was approximately $1.25
million, which consists of (i) an assessed sales and use tax liability of
approximately $0.43 million for the period January 1, 1998 through May 18, 2000
(at which time AllComm was merged into ViewTech, Inc.), approximately $0.66
million for interest due thereon, and approximately $0.17 million in penalties,
less approximately $0.02 million of credits; and (ii) an assessed corporate tax
liability of approximately $0.01 million for AllComm's failure to file a
corporate tax return in 2000.
Since receipt of the notice, the Company has conducted an
investigation to determine what liability, if any, it may have as a successor to
AllComm. Outside legal and tax advisors have been retained to assist in this
determination and to commence discussions with New York State, which efforts
resulted in receiving some documents from New York State on October 24, 2006. To
date, the Company has been able to determine that the AllComm Tax Liability
appears to be in excess of what would have been owed based on AllComm's sales
and fixed assets that were subject to New York State taxes. However, neither
AllComm nor the Company appears to have properly objected during the audit
process or appeal periods and the amount owed became final. Ultimately, a tax
lien was recorded by New York State with the Clerk of Albany County, New York in
August 2003. The retained advisors have had initial discussions with New York
State in an attempt to have this matter resolved on the merits of the case. New
York State, however, is under no obligation to reduce the liability and there
can be no assurance that less than the full amount of the AllComm Tax Liability
will remain due and owing.
The Company's current management has discovered that there was
activity relating to this matter by the Company's prior Finance Department in
2002 and 2003. The Company's prior Finance Department, however, did not disclose
the AllComm Tax Liability and no liability was ever recorded. While current
management attempts to resolve this matter, together with all other matters
previously disclosed, current management is evaluating all options and causes of
action, if any, the Company may have against third parties. There can be no
assurance, however, that these efforts will be successful or result in any
recovery.
The Company continues working diligently to finalize all outstanding
financial statements and begin filing current reports on a timely basis. On
September 25, 2006, the Company filed a Form 8-K stating that it determined to
restate applicable financial statements to reflect revisions to certain
assumptions relating to tax and regulatory matters. The Company has determined
that the liability for such tax and regulatory matters total $2.76 million as of
December 31, 2005, which amount includes the $0.71 million accrued in the
Company's financial statements for the period ended September 30, 2005. The
Company will now determine the proper amount to record for the potential Allcomm
Tax Liability to New York State and include such amount in its pending restated
financial statements for the year ended December 31, 2004 and its pending
restated interim financial statements for the quarters ended March 31, 2005,
June 30, 2005, and September 30, 2005. This potential tax liability will
increase the previously reported selling, general and administration ("SG&A")
expense and increase previously reported operating losses and net losses for the
indicated fiscal and quarterly periods. Other than corrections to
classifications resulting from the restatement, previously reported cash flows
are not expected to be impacted. In addition, the Company's cash position
reported in the prior periods is not expected to be impacted.
The Company's disclosure controls and procedures are designed, among
other things, to ensure that information required to be disclosed in Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the Commission's rules and forms. The Company's certifying
officers have carefully considered the effect of this latest financial issue on
the adequacy of its disclosure controls and procedures and concluded that it
will now require Finance Department personnel to quarterly sign letters of
representation and will also institute an annual lien search to identify, record
and process any similarly undisclosed liability. A lien and judgment search has
been conducted by current management and no other material liability was
discovered for inclusion in the pending restatement.
SIGNATURE
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.
GLOWPOINT, INC.
BY: /s/ Michael Brandofino
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Michael Brandofino
Chief Executive Officer and
President
Date: October 26, 2006