UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
(Amendment
No. 1)
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 13, 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):
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
4.01 Changes in Registrant’s Certifying Accountant.
On
September 13, 2007, immediately after filing Neonode Inc.’s quarterly report on
Form 10-Q, BDO Seidman, LLP, or BDO, was dismissed as Neonode’s independent
registered public accounting firm.
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
through to the date of this report, 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 through to the date of this report, 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 17, 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 17, 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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