UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 1
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
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Date of Report (Date of Earliest Event Reported):
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June 17, 2008
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New Horizons Worldwide, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-17840
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22-2941704
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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One W. Elm Street, Suite 125
Conshohocken, PA
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19428
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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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484-567-3000
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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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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))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
EXPLANATORY NOTE:
This Amendment No. 1 amends and restates in its
entirety Item 4.01 of that certain Current Report on Form 8-K (the
“Original Form 8-K”) filed by New Horizons Worldwide, Inc. (the “Company”) with
the Securities and Exchange Commission (the “SEC”) on June 17, 2008 in order to
file the letter from Squar, Milner, Peterson, Miranda & Williamson,
LLP (“Squar Milner”), the Company’s previous independent registered public
accounting firm, addressed to the SEC stating that it agrees with the Company’s
statements and disclosure in the Original Form 8-K. The Company received Squar
Milner’s letter on June 17, 2008 and the letter is filed herewith as Exhibit 16.1.
Item
4.01. Changes in Registrant’s
Certifying Accountant.
(a) Dismissal
of independent registered public accounting firm:
On June 11,
2008, New Horizons Worldwide, Inc. (“the Company”) dismissed Squar,
Milner, Peterson, Miranda & Williamson, LLP (“Squar Milner”) as the
Company’s independent registered public accounting firm.
The audit reports
of Squar Milner on the Company’s consolidated financial statements as of and
for the fiscal years ended December 31, 2007 and 2006 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principles, except that Squar
Milner’s report on the consolidated financial statements of the Company as of
and for the years ended December 31, 2007 and 2006 contained a separate
paragraph stating that:
As discussed in
Note 1 to the consolidated financial statements, the Company adopted the
provisions of Financial Accounting Standards Board Interpretation No. 48,
Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109
, effective January 1, 2007. Also, as discussed in Note 1 to the
consolidated financial statements, effective January 1, 2006, the Company
adopted Statement of Financial Accounting Standards No. 123R,
Share-Based Payment
.
During the fiscal
years ended December 31, 2007 and 2006 and the subsequent interim period
ended June 11, 2008, there were no disagreements with Squar Milner on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the satisfaction of
Squar Milner, would have caused Squar Milner to make reference to the subject
matter of the disagreement(s) in connection with any of its reports.
During the two
most recently completed fiscal years and through June 11, 2008, there were
no “reportable events” as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
In
response to the Company’s request, on June 17, 2008, Squar Milner furnished the
Company with a letter addressed to the SEC stating that it agrees with the
above statements. A copy of the letter, dated June 11, 2008, is attached
hereto as Exhibit 16.1 and is incorporated herein.
(b) Appointment
of new independent registered public accounting firm:
On June 11, 2008,
the Company approved the engagement of McGladrey & Pullen, LLP (“McGladrey”)
as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2008. The
engagement of McGladrey is subject to the completion of client acceptance
procedures by, and the execution of an engagement letter with, McGladrey.
During the two
most recently completed fiscal years and through June 11, 2008, the
Company did not consult with McGladrey regarding (1) 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, and neither a written report was provided to the Company or oral
advice was provided that McGladrey concluded was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or
financial reporting issue, or (2) any matter that was the subject of a “disagreement”
or a “reportable event” as provided in Item 304(a)(2)(ii) of Regulation
S-K.
Both the dismissal
of Squar Milner disclosed above and the engagement of McGladrey were approved
by the Audit Committee of the Company’s Board of Directors.
Item
9.01 Financial Statements and Exhibits
Exhibit 16.1
– Letter, dated June 11, 2008, from Squar Milner to the SEC
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