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) April 6,
2010
ACORN
ENERGY, INC.
(Exact
name of Registrant as Specified in its Charter)
Delaware
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0-19771
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22-2786081
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(State
or Other Jurisdiction
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(Commission
file Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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4 West Rockland, Montchanin,
Delaware
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19710
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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 (302)
656-1707
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 (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-2 under the Exchange Act (17 CFR
240.14a-2)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
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Dismissal
of Previous Independent Registered Public Accounting
Firm.
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i. On
April 6, 2010, the Registrant dismissed Kesselman & Kesselman, a member of
PricewaterhouseCoopers International Limited (“PWC”), as its independent
registered public accounting firm. The Audit Committee of the Board of Directors
of the Registrant approved such dismissal.
ii. PWC’s
reports on the financial statements of the Registrant for the years ended
December 31, 2009 and 2008 did not contain an adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles.
iii. During
the years ended December 31, 2009 and 2008 and through April 6, 2010, there were
no disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to PWC’s satisfaction would have caused PWC to make reference
thereto in connection with PWC’s report on the Registrant’s financial statements
for such fiscal years.
iv. During
the years ended December 31, 2009 and 2008 and through April 6, 2010, the
Registrant had no reportable events as set forth in Item 304(a)(1)(v) of
Regulation S-K.
v. The
Registrant provided PWC with a copy of this Current Report on Form 8-K and
requested that PWC furnish it with a letter addressed to the Securities and
Exchange Commission (“SEC”) stating whether or not PWC agrees with the above
statements. The Registrant has received the requested letter from PWC, and a
copy of such letter is filed as Exhibit 16.1 to this Current Report Form
8-K.
(b)
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Engagement
of New Independent Registered Public Accounting
Firm.
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i.
On April 6, 2010, the Registrant engaged Friedman LLP (“Friedman”)
as the Registrant’s new independent registered public accounting
firm.
ii. Prior
to April 6, 2010, the Registrant did not consult with Friedman regarding (1) the
application of accounting principles to a specified transaction, (2) the type of
audit opinion that might be rendered on the Registrant’s financial statements,
(3) written or oral advice was provided that would be an important factor
considered by the Registrant in reaching a decision as to an accounting,
auditing or financial reporting issues, or (4) any matter that was the subject
of a disagreement between the Registrant and its predecessor auditor as
described in Item 304(a)(1)(iv) or a reportable event as described in Item
304(a)(1)(v) of Regulation S-K.
Item
9.01 Financial Statements and Exhibit.
(d) Exhibits
Exhibit No.
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Description
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16.1
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Letter
from PWC to the SEC dated April 9,
2010
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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 on this 9th day of
April, 2010.
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ACORN
ENERGY, INC.
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By:
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/s/
Joe B. Cogdell, Jr.
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Name: |
Joe
B. Cogdell, Jr.
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Title: |
Vice
President, General Counsel & Secretary
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