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): February 8, 2008 (January 30, 2008)
Lifevantage Corporation
(Exact name of registrant as specified in its charter)
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| Colorado
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000-30489
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90-0224471 |
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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 No.) |
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6400 S. Fiddler’s Green
Circle, Suite 1970,
Greenwood Village, Colorado
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80111 |
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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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720-488-1711 |
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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Changes in Registrant’s Certifying Accountant, Financial Statements and Exhibits
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| Item 4.01 |
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Changes in Registrant’s Certifying Accountant |
On January 30, 2008, Lifevantage Corporation (the “Company”) announced that the Company will
dismiss Gordon, Hughes & Banks, LLP (“GH&B”) as the Company’s independent registered public
accounting firm effective as of January 30, 2008. The Company appointed Ehrhardt, Keefe, Steiner &
Hottman PC (“EKS&H”) on January 30, 2008 as its independent registered public accounting firm
beginning for the three months ended December 31, 2007. The decision to change accountants was
recommended and approved by the Company’s Board of Directors and its Audit Committee on January 30,
2008.
Neither GH&B’s audit report dated October 10, 2007 on the Company’s consolidated financial
statements as of and for the year ended June 30, 2007, included in its Form 10-KSB filed October
12, 2007, nor GH&B’s audit report dated August 15, 2006 and updated on November 28, 2006 on the
Company’s consolidated financial statements as of and for the year ended June 30, 2006, included in
its Form 10-KSB and amended Form 10-KSB/A filed September 28, 2006 and November 30, 2006
respectively, contained an adverse opinion or a disclaimer of opinion or was qualified or modified
as to uncertainty, audit scope, or accounting principles.
In connection with the audits of the Company’s financial statements for the fiscal years ended June
30, 2007 and 2006 and in the subsequent interim period through January 30, 2008, the date of the
dismissal of the former accountant, there were no disagreements with GH&B on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of GH&B, would have caused GH&B to make reference to the
subject matter of the disagreement in connection with its report.
During the years ended June 30, 2007 and 2006, and the subsequent interim period through January
30, 2008, GH&B did not advise the Company of any reportable events as described in Item
304(a)(1)(iv)(B) of Regulation S-B.
The Company has provided GH&B with a copy of the disclosures set forth herein and has requested
that GH&B furnish the Company with a letter addressed to the Securities and Exchange Commission
stating whether or not GH&B agrees with the disclosures set forth herein. A copy of such letter,
dated February 8, 2008, is filed as Exhibit 16.1 to this Form 8-K/A.
The Company engaged EKS&H as its independent registered public accounting firm for the fiscal year
ending June 30, 2008. The Company has not consulted with EKS&H during its two most recent fiscal
years or during any subsequent interim period prior to the appointment of EKS&H as the Company’s
independent registered public accounting firm regarding any matters described in Item 304(a)(2)(i)
or Item 304(a)(2)(ii) of Regulation S-B.
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| Item 9.01 |
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Financial Statements and Exhibits. |
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Exhibit 16.1 Letter on Change in Certifying Accountant, dated as of February 8, 2008. |