UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of Earliest Event Reported): January 21,
2007
BIOSPECIFICS
TECHNOLOGIES CORP.
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
0-19879
|
11-3054851
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
35
Wilbur Street
Lynbrook,
NY 11563
(Address
of Principal Executive Office) (Zip Code)
516.593.7000
(Registrant's
telephone number, including area code)
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:
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR.425)
[
] 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))
Explanatory
Note
On
January
25, 2007, BioSpecifics Technologies Corp., a Delaware corporation (the
“Company”) filed a Current Report on Form 8-K to report its decision to restate
its financial statements for fiscal year 2003. The Company is filing this
Current Report on Form 8-K/A to amend Item 4.02 as reported in such
previous Current Report to provide specification regarding the event that
triggered the Company’s decision to restate its 2003 financial statements.
ITEM
4.02 NON-RELIANCE
ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT
OR
COMPLETED
INTERIM REVIEW.
(a) At
a
meeting of the Audit Committee on January 21, 2007, the Audit Committee
determined, following the recommendation of management of the Company and
consultation with the Company’s current certified public accounting firm, that
the 2003 financial statements should be amended to
accrue
for additional rent expense due on our U.S. facility, for payroll taxes,
penalties and interest attributable to our Curacao facility, interest due
on
loans due to a former director of the Company and to a partner of The S.J.
Wegman Company, an adjustment in notes receivable due from our Chairman and
CEO
due to the incorrect allocation between interest and principal and a
reclassification to correct prepaid insurance and prepaid payroll. These
adjustments are currently expected to result in a decrease to our net loss
from
the previously reported amount in the range of approximately $25,000 to $50,000
for the year ended December 31, 2003. Whereas the Company does not consider
the
effect to our net loss material, the individual components of each adjustment
disclosed above may be considered material to their individual line items
within
our consolidated financial statements. Therefore, the Company has concluded
that
its historical consolidated financial statements for year ended December
31,
2003 should no longer be relied upon in light of this restatement.
The restatement reflected in Exhibit 99.1, filed with the Company’s previous
Current Report on Form 8-K on January 25, 2007, will also be included in
the
Company's comprehensive annual report that it intends to file with the consent
of the Securities and Exchange Commission (the “SEC”) on Form 10-KSB for the
years ended December 31, 2003, 2004 and 2005. The comprehensive 10-KSB will
include our consolidated financial statements for the years ended December
31,
2003, 2004 and 2005 and quarterly consolidated statement of operations for
the
aforementioned years.
Preparation
and completion of the Company's consolidated financial statements in connection
with its comprehensive annual report on Form 10-KSB for the years ended December
31, 2003, 2004 and 2005 are ongoing, and the financial information presented
in
this Form 8-K and the previous Form 8-K filed on January 25, 2007, including
the
comprehensive effects of the restatement described above, is preliminary
and
subject to adjustment. The Company plans to complete its evaluation of these
matters prior to the filing of its comprehensive annual report on Form 10-KSB
for the years ended December 31, 2003, 2004 and 2005. Investors are cautioned
not to rely on the Company's historical consolidated financial statements
for
year ended December 31, 2003 and for the quarterly periods for the
aforementioned year, until the restatement and comprehensive annual report
on
Form 10-KSB for the years ended December 31, 2003, 2004 and 2005 is filed
and
the information disclosed in the restatement is considered.
The
Company
is currently evaluating the impact of the matters described above on its
internal control over financial reporting and its disclosure controls and
procedures, and expects to disclose its conclusions and remedial actions
in its
comprehensive annual report on Form 10-KSB for the years ended December 31,
2003, 2004 and 2005. The Company’s management has discussed the matters
disclosed in this Form 8-K with Bloom & Co., the Company's current
independent registered public accounting firm, as well as our former independent
registered public accounting firm, BDO Seidman, LLP.
The information contained in this Form 8-K is being furnished and shall not
be
deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities
of
that Section, nor shall it be deemed to be incorporated by reference into
any
filing under the Securities Act of 1933, as amended, or Exchange Act, except
as
expressly set forth by specific reference in such filing.
Forward
Looking Statements
Statements contained in this Form 8-K that state the Company's or management's
intentions, hopes, beliefs, expectations or predictions of the future, including
its expected adjustments to previously reported financial results, are
forward-looking statements. It is important to note that the Company's actual
results could differ materially from those projected in such forward-looking
statements. The actual restated amounts will depend on a number of factors,
including the ongoing internal review. Additional information concerning
factors
that could cause actual results to differ materially from those in the
forward-looking statements is contained from time to time in the Company's
SEC
filings, BTC disclaims any intention or obligation to revise any forward-looking
statements, including financial estimates, whether as a result of new
information, future events or otherwise.