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): May 6, 2004
LIQUIDMETAL TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 000-31332 20-0121262
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
25800 COMMERCENTRE DR., SUITE 100
LAKE FOREST, CA 92630
(Address of Principal Executive Offices; Zip Code)
Registrant's telephone number, including area code: (949) 206-8000
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LIQUIDMETAL TECHNOLOGIES, INC.
FORM 8-K
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 6, 2004, Deloitte & Touche LLP ("Deloitte"), the Registrant's
independent auditors, notified the Registrant that they were resigning from the
client-auditor relationship with the Registrant effective as of that date.
Deloitte was engaged by Registrant to serve as the Registrant's independent
auditors for the fiscal year ended December 31, 2003, although Deloitte has not
issued a report on the financial statements of the Registrant and its
subsidiaries for the 2003 fiscal year. The reports of Deloitte with respect to
the Registrant's financial statements for the fiscal years ended December 31,
2002 and 2001 contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2003 and 2002 and the period from
December 31, 2003 through the date of Deloitte's resignation, there were no
disagreements between the Registrant and Deloitte 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 Deloitte,
would have caused Deloitte to make reference to the subject matter of the
disagreements in connection with its report on the Registrant's financial
statements for such year.
The Registrant previously announced that it expects to restate revenues
and results of operations for the third and fourth quarters of 2002 and the
first quarter of 2003 in connection with the Registrant's sales of alloy melting
and casting equipment during such quarters to Growell Metal Co., Ltd., a South
Korea metals processing company ("Growell"). The Registrant's Audit Committee
conducted an internal inquiry at the request of Deloitte into the Registrant's
transactions with Growell and found that the original revenue recognition on the
Growell equipment sales did not take into account all relevant documentation
relating to the transactions. The Registrant announced in January 2004 that it
entered into a dispute settlement agreement with Growell to resolve various
outstanding claims between the parties relating to the Registrant's transactions
with Growell.
In connection with the Audit Committee's inquiry into the Growell
equipment sales and dispute settlement, the Audit Committee also reviewed the
facts and circumstances relating to a personal stock transaction between the
Registrant's CEO and Growell. In this transaction, as reported by the CEO, the
CEO undertook a private sale of personal shares of Registrant common stock to
Growell in February 2002, prior to the Registrant's initial public offering. As
part of the inquiry, the CEO reported that this sale included a previously
undisclosed personal agreement to ensure that the purchase price of the stock
purchased by Growell would be at a thirty percent discount to the Registrant's
initial public offering price, and he also provided information regarding his
fulfillment of this personal agreement.
As of May 6, 2004, certain details of the foregoing transactions had not
been resolved to Deloitte's satisfaction, and the audit for the 2003 fiscal year
has therefore not been completed. As a result of the expected restatements and
these unresolved issues, the Registrant's previously issued financial statements
for the year ended December 31, 2002 and Deloitte's audit report thereon, as
well as the
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Registrant's quarterly financial statements for the third quarter of 2002 and
the first, second, and third quarters of 2003 (and Deloitte's related review
reports thereon), should no longer be relied upon.
Deloitte has communicated to the Registrant that it is unwilling to
continue to rely on the representations of the Registrant's CEO. Deloitte has
also previously communicated to the Registrant that, in light of the facts and
circumstances surrounding the expected restatement, there were material
weaknesses in the Registrant's internal accounting controls relating to the
execution, administration, and accounting for contracts, particularly in the
Registrant's South Korean operations. The Registrant has taken and is continuing
to take steps to improve these internal controls.
Other than the foregoing, none of the reportable events described under
Item 304(a)(1)(v) of Regulation S-K occurred within the two most recent fiscal
years of the Registrant ended December 31, 2003 and 2002 or within the
subsequent interim period through the date of Deloitte's resignation.
The Registrant's Audit Committee has discussed with Deloitte the matters
disclosed above. The Registrant has authorized Deloitte to respond fully to the
inquiries of the Registrant's successor accountant concerning the matters
disclosed above.
The Registrant has provided Deloitte with a copy of the foregoing
disclosure and has requested that Deloitte furnish it with a letter addressed to
the SEC stating whether or not it agrees with the above statements. A copy of
that letter will be filed with the SEC promptly upon receipt.
The Registrant's Audit Committee has begun the process of selecting new
independent certified public accountants and will file a Form 8-K upon the
engagement of a new auditing firm.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following exhibit is filed as a part of this Form 8-K:
Exhibit Number Description
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99.1 Press Release, dated May 13, 2004, of Registrant.
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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 thereunder duly authorized.
LIQUIDMETAL TECHNOLOGIES, INC.
By: /s/ John Kang
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John Kang
Chairman, President, and Chief Executive Officer
Date: May 13, 2004
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release, dated May 13, 2004, of Registrant.