UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC
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): July
10, 2009
UNITED-GUARDIAN, INC.
(Exact
name of Registrant as Specified in Charter)
|
DELAWARE
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1-10526
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11-1719724
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|
(State or Other
Jurisdiction
of
Incorporation)
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(Commission
File Number)
|
(IRS
Employer
Identification
No.)
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|
230
Marcus Boulevard, Hauppauge, New York
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11788
|
|
(Address
of Principal Executive Offices)
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(Zip
Code)
|
Registrant's
telephone number, including area code: (631) 273-0900
Not
Applicable
(Former
name or 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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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(a) Dismissal of Certifying
Accountant
On July
10, 2009, as directed and approved by the Audit Committee of the Registrant’s
Board of Directors, the Registrant formally dismissed Eisner LLP
(“Eisner”) as the Registrant’s independent accountant.
Eisner
had audited the Registrant's financial statements for the fiscal years ended
December 31, 2002 through December 31, 2008. The audit reports of Eisner on the
Registrant's financial statements for the years ended December 31, 2008 and
2007, and any interim periods up to and including the date our relationship with
Eisner ceased, did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting
principle. During the period from Eisner's appointment as the Registrant's
independent accountant through the date of this Report, there have been no
disagreements with Eisner 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 Eisner, would have caused
it to make reference to the subject matter of the disagreements in connection
with its report. There were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K.
The
Registrant has provided a copy of this disclosure to Eisner, and requested that
Eisner furnish the Registrant with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements made by the
Registrant and, if not, stating the respects in which it does not agree. A copy
of Eisner’s response is included as Exhibit 16.1 to this report.
(b) Engagement of New Certifying
Accountant
On July
10, 2009, as directed and approved by the Audit Committee of the Registrant’s
Board of Directors, the Registrant formally retained Holtz Rubenstein Reminick
LLP (“Holtz”) as the Registrant’s independent accountant, effective
immediately.
During
the two most recent fiscal years and through June 30, 2009, the Registrant has
not consulted with Holtz regarding either the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the financial statements of the
Registrant, as well as any matters or reportable events described in Items
304(a)(2)(i) or (ii) of Regulation S-K.
Item
5.01 – Changes in Control of Registrant
To the
knowledge of the Registrant, a change in control of the Registrant has
occurred. As previously announced by the Registrant in a press
release dated April 10, 2009, Dr. Alfred R. Globus, the founder, Chairman of the
Board and largest stockholder of the Registrant, died on April 9,
2009. At the time of his death, Dr. Globus was deemed to be the
beneficial owner of 1,202,484 shares of the Registrant’s common stock, or
approximately 24.3% of the total number of shares
outstanding. Kenneth H. Globus,
the President of the Registrant, is the executor of Alfred Globus’
estate, and became qualified under local law to perform his duties as an
executor on June 1, 2009. Kenneth Globus has sole voting and
dispositive power with respect to the 1,202,484 shares owned
beneficially by Alfred Globus at the time of his death, and under Alfred Globus’
will is expected to be the sole beneficiary of whatever stock remains in the
estate after probate is completed. As such he will continue to retain
the sole voting and dispositive power with respect to any such remaining
stock. Kenneth Globus is now deemed to beneficially own, directly or
indirectly, 2,079,037 shares of the Registrant’s common stock, or approximately
42% of the total number of shares outstanding.
Item
9.01 – Financial Statements and Exhibits
(d)
Exhibits. The following exhibits are filed with this
report:
Exhibit
Number Description
16.1 Letter
from Eisner LLP dated July 10, 2009
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 thereunto
duly authorized.
UNITED-GUARDIAN, INC.
By: /s/ Kenneth H.
Globus
Name: Kenneth H.
Globus
Title: President
July 10,
2009