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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 29, 2004
SMARTPROS LTD.
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(Exact name of Registrant as specified in its charter)
Delaware 001-32300 13-4100476
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
12 Skyline Drive
Hawthorne, New York 10532
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(Address Of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code (914) 345-2620
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] 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
Effective November 22, 2004, SmartPros Ltd. (the "Company") dismissed
McGladrey & Pullen, LLP ("M&P"), which had previously served as the Company's
independent accountants. As of November 23, 2004 the Company engaged Holtz
Rubenstein Reminick LLP ("Holtz") as its new independent accountants. The Audit
Committee of the Company's Board of Directors recommended that the Company
change audit firms, directed the process of review of candidate firms to replace
M&P and made the final decision to engage Holtz.
The reports of M&P on the financial statements of the Company for the
years ended December 31, 2002 and 2003 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principle. In connection with its audits of the years
ended December 31, 2002 and 2003 and reviews of the Company's financial
statements for the current year through November 22, 2004, there were no
disagreements with M&P 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 M&P, would have caused M&P
to make reference thereto in their report on the financial statements for such
years.
The Company has furnished to M&P the statements made in this Item 4.01.
Attached as Exhibit 16.1 to this Form 8-K is M&P's letter to the Commission,
dated November 24, 2004, regarding these statements.
During the two most recent fiscal years and through November 22, 2004,
the Company has not consulted with Holtz on any matter that (i) involved 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 Company's financial statements, in each case where a written report was
provided or oral advice was provided that Holtz concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) was either the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K, or a reportable
event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT
NO. DESCRIPTION
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16.1 Letter, dated November 24, 2004, from McGladrey & Pullen,
LLP to the Securities and Exchange Commission, regarding
change in certifying accountant of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned, hereunto duly authorized.
SmartPros Ltd.
Dated: November 29, 2004 By: /s/ Allen S. Greene
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Allen S. Greene,
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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16.1 Letter, dated November 24, 2004, from McGladrey & Pullen,
LLP to the Securities and Exchange Commission, regarding
change in certifying accountant of the Company.
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