UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 20, 2005
SYNERGETICS USA, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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001-10382
(Commission
File Number)
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23-2131580
(I.R.S. Employer
Identification No.) |
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3845 Corporate Centre Drive
O’Fallon, Missouri
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63368 |
(Address of principal executive offices)
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(Zip Code) |
(636) 939-5100
(Registrant’s telephone number, including area code)
Valley Forge Scientific Corp.
3600 Horizon Drive
King of Prussia, Pennsylvania 19406
(Former name and 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:
o Written communications pursuant to Rule 425 under the Securities Act.
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
TABLE OF CONTENTS
Item 4.01. Changes in Registrant’s Certifying Accountant.
Valley Forge Scientific Corp. (“Valley Forge”) and Synergetics, Inc., a privately-held
Missouri corporation (“Synergetics”), completed their merger transaction on September 21, 2005,
pursuant to which Synergetics merged with, and consequently became, a wholly-owned subsidiary of
Valley Forge (the “Merger”). On September 22, 2005, Valley Forge reincorporated in Delaware and
changed its name to Synergetics USA, Inc. (the “Company”).
Rotenberg Meril Solomon Bertiger & Guttilla, P.C. (“RMSB&G”) was retained by Valley Forge to
serve as its independent registered public accounting firm on January 25, 2005 after the
resignation of Samuel Klein and Company on January 20, 2005. Valley Forge reported these events on
its Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26,
2005.
Prior to the consummation of the Merger, Synergetics retained the services of McGladrey &
Pullen, LLP (“McGladrey & Pullen”) to audit its financial statements for inclusion in Valley
Forge’s registration statement on Form S-4 filed in connection with the Merger.
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(a) |
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Dismissal of Independent Registered Public Accounting Firm |
On October 20, 2005, the Audit Committee of the Board of Directors of the Company terminated
RMSB&G’s appointment as the Company’s independent registered public accounting firm.
During RMSB&G’s engagement, RMSB&G did not report on the financial statements for either
Valley Forge or the Company. Thus, there were no disagreements with RMSB&G 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 RMSB&G, would have caused it to make
reference to the subject matter of the disagreement in connection with its report.
None of the reportable events described in Item 304(a)(1)(v) of Regulation S-K occurred during
RMSB&G’s engagement.
The Company has provided RMSB&G with a copy of the foregoing disclosure and has requested that
RMSB&G furnish the Company with a letter addressed to the Securities and Exchange Commission
stating whether or not RMSB&G agrees with the above statements and, if not, stating the respects in
which it does not agree. A copy of the letter from RMSB&G dated October 20, 2005 is filed as
Exhibit 16.1 to this Current Report on Form 8-K.
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(b) |
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Engagement of New Independent Registered Public Accounting Firm |
Effective October 20, 2005, the Audit Committee of the Board of Directors of the Company
appointed McGladrey & Pullen as the Company’s new independent registered public accounting firm.
During Valley Forge’s two most recent fiscal years, Valley Forge did not consult with McGladrey &
Pullen with respect to any of the matters or reportable events set forth in Item 304(a)(2)(i) and
(ii) of Regulation S-K. Upon consummation of the Merger, and since the engagement of McGladrey &
Pullen as noted above, the Company has not consulted with McGladrey & Pullen with respect to any of
the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
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