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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): November 18, 2008
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SPIRE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-12742 04-2457335
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Patriots Park, Bedford, Massachusetts 01730-2396
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(Address of Principal Executive Offices) (Zip Code)
(781) 275-6000
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(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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| 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))
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ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On November 18, 2008, the Audit Committee of the Company's Board of Directors
(the "Audit Committee") concluded, following a preliminary determination by the
Company's management, that certain of the Company's previously issued financial
statements must be restated because they contain errors under generally accepted
accounting principles ("GAAP") in the United States relating to the recognition
of revenue. The Company has determined that a single customer was provided a
concession, which was previously undisclosed and undocumented, with respect to
upgrade rights to a specific tool sold in conjunction with a module line
delivered to this customer. As the fair value of the upgrade cannot yet be
determined, the Company concluded that revenue for the entire contract should be
deferred until the upgrade is provided to the customer. The Audit Committee
reached its conclusion after discussions with management and the Company's
independent registered public accounting firm, who agreed with the Audit
Committee's conclusion.
An internal review of other solar equipment contracts was conducted to determine
if other such concessions or side arrangements were timely conveyed, such that
revenue was appropriately recognized. The review revealed that, except for the
one contract in question, all customer concessions and modifications were
conveyed on a timely basis and revenue was appropriately recorded in all other
cases during the period under review. The Company has concluded that only this
single contract, which generated revenue in the previously reported fourth
quarter of 2007 and the first quarter of 2008, was affected. Revenues of
approximately $1.36 million during the fourth quarter of 2007 and $380,000
during the first quarter of 2008 were previously recorded related to this
contract. Gross margins on the contract were approximately $247,000 and $15,000
during the fourth quarter of 2007 and the first quarter of 2008.
The Audit Committee has discussed with the Company's independent registered
public accounting firm the matters disclosed in this filing.
The previously issued audited financial statements of the Company for the fiscal
year ending December 31, 2007 and the unaudited financial statements for the
first and second quarters of 2008 should no longer be relied upon as a result of
the errors stated above.
The Company will file an amended Annual Report on Form 10-K/A for the year ended
December 31, 2007 and amended Quarterly Reports on Form 10-Q/A for the quarters
ended March 31, 2008 and June 30, 2008 (including restated financial statements)
with the Securities and Exchange Commission. The Company has concluded its
review and will make no further adjustments to its prior financial statements
regarding this matter.
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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.
SPIRE CORPORATION
Date: November 24, 2008 By: /s/ Christian Dufresne
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Christian Dufresne
Chief Financial Officer and Treasurer
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