Restatement of Annual Accounts
28 April 2009 - 4:00PM
UK Regulatory
TIDMUTK
RNS Number : 2507R
UTEK Corporation
28 April 2009
Utek Corporation ("Utek" or the "Company")
Restatement of Annual Accounts
The Company has filed a Form 8-K with the SEC in relation to an adjustment and
restatement to the Company's annual accounts for the year ended 31 December
2008, the details of which are set out below as extracted from Form 8-K.
"Item 4.02. Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
On April 22, 2009, the Audit Committee of our Board of Directors, with the
concurrence of our executive officers, concluded that we will need to restate
our previously issued financial statements for fiscal year 2008, and the interim
periods contained therein, and that such financial statements should no longer
be relied upon. In addition, our prior earnings and press releases and similar
communications should no longer be relied upon to the extent they relate to
these financial statements. Accordingly, we will restate the financial
statements for fiscal year 2008 included in our annual report on Form 10-K for
the fiscal year ended December 31, 2008, and the financial statements for the
2008 interim periods included in our Form 10-Qs for the quarters ended March 31,
2008, June 30, 2008 and September 30, 2008, to make the accounting adjustment
described in more detail below.
Specifically, we determined that pursuant to Statement of Financial Accounting
Standards No. 5, "Accounting for Contingencies," we should have accrued and
reported as a liability in our 2008 financial statements a payment obligation
which arose in connection with our entry into an employment agreement on March
1, 2008 with our then chief executive officer, Clifford M. Gross, Ph.D.
Pursuant to the terms of the employment agreement, Dr. Gross was entitled to
receive a payment, at the end of the term of the agreement or if Dr. Gross is
terminated for any reason, equal to the number of years Dr. Gross had worked for
us times $100,000 per year, "grossed-up" to cover any tax liability. At the time
of our entry into the employment agreement, Dr. Gross had been employed by us
for 10.5 years. Given that the payment obligation was certain to be paid at some
point in the future (i.e., when the employment agreement was not renewed at some
future date) and the amount of the payment obligation was determinable at the
time of entry into the employment agreement, we should have accrued and reported
such payment obligation as a liability in our financial statements for the
quarter ended March 31, 2008 as well as in our subsequent interim and annual
financial statements for 2008.
As previously disclosed in our Form 10-K for the year ended December 31, 2008,
Dr. Gross retired from his position as our chief executive officer on March 1,
2009, following the conclusion of the term of the employment agreement,
including a subsequent extension to the term thereof. Moreover, as disclosed in
a Form 8-K filed with the SEC on April 13, 2009, we entered into a separation
agreement with Dr. Gross that modified the payment terms, but not the monetary
obligation amount that Dr. Gross was entitled to receive pursuant to the
employment agreement.
The Audit Committee of our Board of Directors and
our executive officers have discussed the matters disclosed in this Item 4.02
Form 8-K with Pender Newkirk & Company, LLP, our independent registered public
accounting firm."
Pursuant to the separation agreement referred to above, the Company will
immediately pay Dr. Gross $600,000 and cover his tax liabilities with respect to
such payment. In addition, the Company will issue to Dr. Gross a $550,000
promissory note. The promissory note will not bear any interest and will be due
and payable on March 1, 2010. Pursuant to the terms of the promissory note, the
Company may elect to transfer certain equity interests in one of its portfolio
companies, which owns real estate located in Florida, to Dr. Gross in lieu of
making the $550,000 cash payment upon maturity of the promissory note.
The impact of the restatement is expected to increase the loss after tax for
2008 by approximately $1.6 million.
The annual report and accounts for the year ended 31 December 2008 has been
posted to shareholders and is available on the Company's website
www.utekcorp.com, however, a restated annual report will be sent to shareholders
in due course.
+-----------------------------------------------+
| Contacts: |
+-----------------------------------------------+
| www.utekcorp.com |
+-----------------------------------------------+
| |
+-----------------------------------------------+
| USA: |
+-----------------------------------------------+
| Allen & Caron, Inc. - PR advisers |
+-----------------------------------------------+
| Brian Kennedy |
+-----------------------------------------------+
| brian@allencaron.com |
+-----------------------------------------------+
| +1 212-691-8087 |
+-----------------------------------------------+
| |
+-----------------------------------------------+
| UK: |
+-----------------------------------------------+
| Fairfax I.S. PLC - AIM Nominated adviser and |
| Broker |
+-----------------------------------------------+
| Jeremy Porter |
+-----------------------------------------------+
| + 44 (0)20 7598 5368 |
+-----------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBIGDSDGDGGCR
Utek Corp (LSE:UTK)
Historical Stock Chart
From May 2024 to Jun 2024
Utek Corp (LSE:UTK)
Historical Stock Chart
From Jun 2023 to Jun 2024
