UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
(Amendment
No. 2)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported):
August 10, 2007
NEONODE
INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-8419
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94-1517641
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
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Biblioteksgatan
11
S111
46 Stockholm, Sweden
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
+468
678 18 50 — Sweden
(925)
355-7700 — USA
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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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Neonode
Inc. is filing this Form 8-K/A solely to replace the information set forth
in
Item 4.01 and attach Exhibit 16.1. No other information contained in the
Form 8-K is amended by this Form 8-K/A. All information contained in this
Amendment No. 2 to Form 8-K is as of the original filing date of the Form 8-K
dated August 10, 2007, and filed on August 13, 2007, and does not reflect any
subsequent information or events other than as described above.
Item
4.01 Changes in Registrant’s Certifying Accountant.
On
August
10, 2007, upon the closing of the merger, the shareholders of Cold Winter became
the majority stockholders of Neonode. The merger will be treated as a “reverse
acquisition” for accounting purposes and as such, the historical financial
statements of the accounting acquirer, Cold Winter, become the historical
financial statements of the legal acquirer, Neonode. As a result of the merger,
the independent registered public accounting firm retained to conduct the audit
of Cold Winter’s financial statements, Öhrlings PricewaterhouseCoopers AB, or
PwC, became the independent registered public accounting firm of Neonode under
the rules and regulations of the Securities and Exchange Commission.
Notwithstanding the change in independent registered public accounting firm
resulting from the merger, Neonode continued to engage its previous independent
registered public accounting firm, BDO Seidman, LLP, or BDO, to complete its
review of Neonode’s interim financial statements for the period ended July 31,
2007.
On
August
28, 2007, the audit committee of the board of directors of Neonode determined
that it would be in the best interest of the company and its stockholders to
cease its engagements with BDO subsequent
to completion of the review of Neonode’s interim financial statements for the
period ended July 31, 2007, and
to
continue to engage PwC as its independent registered public accounting firm
following the merger.
BDO
The
reports of BDO, with respect to Neonode for the past two fiscal years ended
October 31, 2005 and 2006 contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principles except that BDO’s reports on the financial statements of Neonode for
fiscal year ended October 31, 2006 expressed substantial doubts about Neonode’s
ability to continue as a going concern.
In
connection with its audit of Neonode’s financial statements for the past two
fiscal years ended October 31, 2005 and 2006 and the subsequent interim period,
there were no disagreements with BDO on any matter of accounting principles
or
practices, financial statement disclosure, or auditing scope or procedures,
which , if not resolved to the satisfaction of BDO, would have caused BDO to
make reference to the matter in their report. During the past two fiscal years
ended October 31, 2005 and 2006 and the subsequent interim period, BDO did
not
advise, and has not indicated to Neonode that it had reason to advise, Neonode
of any reportable event, as defined in Item 304 (a)(1)(v) of Regulation S-K
under the Exchange Act. The decision to replace BDO was not the result of any
disagreement between Neonode and BDO on any matter of accounting principle
or
practice, financial statement disclosure or audit procedure.
Pursuant
to Item 304(a)(3) of Regulation S-K under the Exchange Act, Neonode has
requested that BDO furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not they agree with the above statements.
A copy of such letter from BDO, dated September 4, 2007, is filed as Exhibit
16.1 to this Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
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Description
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16.1
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Letter
Regarding Change in Certifying Accountant—BDO Seidman,
LLP
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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, thereunto
duly authorized.
Dated:
September 4, 2007
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Neonode
Inc.
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By:
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/s/
David Brunton
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David
Brunton
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Chief
Financial Officer
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INDEX
TO EXHIBITS
Exhibit
Number
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Description
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16.1
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Letter
Regarding Change in Certifying Accountant—BDO Seidman,
LLP
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