Unassociated Document
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
Date
of
Report (Date of earliest event reported): May
13, 2008
FORTISSIMO
ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-52166
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02-0762508
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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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14
Hamelacha Street, Park Afek, Rosh Ha’ayin Israel
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48091
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(Address
of Principal Executive Offices)
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(Postal
Code)
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Registrant’s
telephone number, including area code: (011)
972-3-915-7400
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 (see General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
ý
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 7.01.
Regulation
FD Disclosure.
On
May
13, 2008, Psyop,
Inc. (“Psyop”) issued a press release announcing its financial results as of and
for the year ended December 31, 2007. A copy of Psyop’s press release announcing
these financial results is attached as Exhibit 99.1 hereto, and is incorporated
by reference into this report.
Item 8.01.
Other
Events.
In
connection with the audit of the consolidated and combined results of operations
for the year ended December 31, 2007 for Psyop, which will be contained in
Amendment No. 1 to the preliminary proxy statement to be filed with the
United States Securities and Exchange Commission (the “SEC”) by Fortissimo
Acquisition Corp. (“Fortissimo”), Psyop discovered that its unaudited interim
consolidated and combined results of operations for the nine months ended
September 30, 2007, previously filed in Fortissimo's preliminary proxy statement
filed with the SEC on February 13, 2008, need to be corrected.
Fortissimo
has been informed by Psyop that the reason for the corrections was the result
of
Psyop incorrectly applying a different percentage-of-completion methodology
to
certain contracts in process during this interim nine-month period as compared
to the methodology applied in arriving at its full year results for 2006
and
2005. In addition, Psyop advised Fortissimo that Psyop’s tax provision in its
financial statements for the nine months ended September 30, 2007 also needed
correction for certain adjustments that were not included in Psyop’s original
calculation of its tax expense. Accordingly, Psyop’s unaudited interim
consolidated and combined results of operation for the nine months ended
September 30, 2007, as previously disclosed in Fortissimo’s preliminary proxy
statement filed on February 13, 2008, should not be relied upon. Psyop is
in the
process of preparing corrected financial statements for such
period.
Psyop
has
advised Fortissimo that Psyop has implemented enhanced internal controls
over
its revenue recognition process to minimize the risk of this type of
misapplication of accounting methodology occurring in the future. Psyop has
also
recently hired a Chief Financial Officer whose experience should further
enable
it to improve its internal controls and disclosure controls.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
99.1
Press Release dated May 13, 2008.
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 hereunto
duly authorized.
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FORTISSIMO ACQUISITION CORP. |
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By: |
/s/ Yuval Cohen |
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Name: |
Yuval
Cohen |
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Title: |
President and Chief Executive
Officer |
EXHIBIT
INDEX
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99.1
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Press
Release dated May 13, 2008.
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