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
April 11, 2006
Date of Report (Date of earliest event reported)
Spectrum Sciences & Software Holdings Corp.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-50373
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90-0182158 |
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No. |
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| 3130 Fairview Park Drive, Suite 400, Falls Church, Virginia
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22042 |
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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
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(703) 564-2967 |
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(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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) Former Independent Registered Public Accounting Firm. On April 11, 2006, the Audit
Committee of Spectrum Sciences & Software Holdings Corp. (the “Company”) dismissed
Tedder, James, Worden & Associates, P.A. (“TJW”) as the Company’s independent
registered public accounting firm. TJW’s reports on the Company’s consolidated financial
statements as of and for the years ended December 31, 2005 and 2004 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit
scope or accounting principle.
During the years ended December 31, 2005 and 2004 and from January 1, 2006 through April 11,
2006, there were no disagreements with TJW 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 TJW, would have caused TJW to make reference to the subject matter
of the disagreements in connection with its reports on the financial statements for such years.
In addition, none of the “reportable events” as described in Item 304(a)(1)(v) of Regulation
S-K occurred with respect to the Company during the years ended December 31, 2005 and 2004 or from
January 1, 2006 through April 11, 2006.
The Company has provided TJW with a copy of this Current Report prior to the filing thereof
with the United States Securities and Exchange Commission (the “Commission”). The Company also requested
TJW to furnish the Company with a letter addressed to the Commission stating whether TJW agrees with the statements made by the Company in the Current Report, and, if not,
stating all respects in which it does not agree. A copy of TJW’s letter, dated April 17, 2006, is
filed as Exhibit 16 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed as part of this report.
16 Letter of Tedder, James, Worden & Associates, P.A., dated April 17, 2006, to the Securities
and Exchange Commission.