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): April 3, 2009
ENERGY
FOCUS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-24230
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94-3021850
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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32000
Aurora Road
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Solon,
Ohio
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44139
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(Address
of principal executive offices)
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(Zip
Code)
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(440)
715-1300
(Registrant’s
telephone number,
including
area code)
N/A
(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 obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o 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))
Item
4.01 Changes in Registrant’s Certifying Accountant.
Previous
Independent Accountants
(a) On
April 3, 2009, Energy Focus, Inc. (the “Company”) dismissed Grant Thornton, LLP
(“Grant Thornton”) as its independent registered public accounting
firm. The decision to dismiss Grant Thornton was approved by the
Audit and Finance Committee of the Board of Directors.
During
the fiscal years ended December 31, 2008 and 2007 and in the subsequent interim
period from January 1, 2009 through and including April 3, 2009, there were no
disagreements with Grant Thornton on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of Grant Thornton, would have caused
it to make reference to the subject matter of the disagreement in connection
with their reports on the Company’s balance sheets as of December 31, 2008 and
2007 the related statements of operations, stockholders’ equity and cash flows
for each of the years ended December 31, 2008 and 2007.
Grant
Thornton’s report on the financial statements of Energy Focus, Inc. for the
years ended December 31, 2008 and 2007 did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty
except that Grant Thornton’s report dated March 30, 2009 on the financial
statements of Energy Focus, Inc. for the year ended December 31, 2008 was
modified as to uncertainty about the ability of Energy Focus, Inc. to continue
as a going concern.
The
Company has furnished a copy of the above disclosure to Grant Thornton and has
requested that Grant Thornton furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether or not Grant Thornton agrees
with the above statement. A copy of Grant Thornton’s letter dated
April 3, 2009 is attached as Exhibit 16.1 to this Current Report on Form
8-K.
New
Independent Accountants
(b) On
April 3, 2009, the Company engaged Plante and Moran, PLLC as its new independent
registered public accounting firm to audit the Company’s financial statements
for the year ended December 31, 2009 and each of the quarters ended March 31,
2009, June 30, 2009 and September 30, 2009.
During
the registrant’s fiscal years ended December 31, 2008 and 2007 and in the
subsequent interim period from January 1, 2009 through and including April 3,
2009, Plante and Moran, PLLC was not consulted on any matters identified with
Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following Exhibits are provided with this
Report.
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Exhibit
No.
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Description
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16.1
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Grant
Thornton’s letter to the Securities and Exchange Commission dated April 3,
2009.
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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 hereunto
duly authorized.
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Dated:
April 3, 2009
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ENERGY
FOCUS, INC.
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By
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/s/
Joseph G. Kaveski
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Name:
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Joseph
G. Kaveski
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Title:
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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16.1
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Grant
Thornton’s letter to the Securities and Exchange Commission dated April 3,
2009.
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