SECURITIES & EXCHANGE COMMISSION EDGAR FILING Tribute Pharmaceuticals Canada Inc. Form: 8-K/A Date Filed: 2008-03-11 Corporate Issuer CIK: 1159019 Symbol: TBUFF SIC Code: 2834 Fiscal Year End: 12/31 Copyright 2014, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use.
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): March 10, 2008 (January 29, 2008) Stellar Pharmaceuticals Inc. (Exact name of registrant as specified in its charter) Ontario 0-31198 N/A (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 544 Egerton Street - London, ON N5W 3Z8 (Address of Principal Executive Office) (Zip Code) (519) 434-1540 (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 obligation of the registrant under any of the following provisions: 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))
ITEM 4.01 CHANGE IN REGISTRANT S CERTIFYING ACCOUNTANT (1) The Registrant (the "Company") has been advised that effective January 29, 2008, its auditors, Mintz & Partners LLP ("Mintz") have merged with the firm of Deloitte & Touche LLP ("Deloitte") (the "Merger"). As a result of the Merger, Mintz has resigned as the Company's principal independent auditors and Deloitte as the surviving firm will serve as the Company's the principle independent auditing firm. The decision to retain Deloitte as the Company's principle independent auditing firm following the Merger has been approved by the Company's Board of Directors and Audit Committee. Mintz's reports on the financial statements of the Company for its last two fiscal years ended December 31, 2006 and December 31, 2005 did not contain an adverse opinion or a disclaimer of opinion nor was the report qualified or modified as to uncertainty, audit scope or accounting principles. During the time that the reports were issued, and the interim period in which Mintz served as the Company's independent auditor, there were no disagreement(s) with Mintz on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Mintz, would have caused Mintz to make reference to the subject matter of such disagreement(s) in connection with its audit report. With the Merger, Mintz as the predecessor firm has advised that it will continue to reissue prior opinions or provide consents to the Company for the use of prior opinions. In accordance with Item 304(a)(3) of Regulation S-B the Company has provided Mintz with a copy of the disclosures contained herein and provided Mintz with an opportunity to furnish the Company with a letter addressed to the Securities and Exchange Commission ("SEC") containing any new information, clarification of the Company's expression of its views, or the respects in which it does not agree with the statements made by the Company herein. Mintz has advised the Company that it has reviewed this filing and agrees with the responses and has provided a letter addressed to the SEC in response to Item 304(a) of Regulation S-B annexed hereto as exhibit 16.1. (2) As the Merger of Mintz and Deloitte is viewed as a change in reporting accountants due to the change in legal entity, the Company's Board of Directors and Audit Committee has elected to retain Deloitte as its new principle independent auditing firm as of February 1, 2008. During the Company's two most recent fiscal years and through February 1, 2008, the Company has not consulted with Deloitte regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-B and the related instructions to Item 304 of Regulation S-B. The Company has provided Deloitte with a copy of the disclosures contained herein and provided Deloitte with an opportunity to furnish the Company with a letter addressed to the SEC containing any new information, clarification of the Company's expression of its views, or the respects in which it does not agree with the statements made by the Company herein. Deloitte has advised the Company that it has reviewed this filing and has no basis on which to submit a letter addressed to the SEC in response to Item 304(a) of Regulation S-B. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) NO. Exhibits DESCRIPTION 99.1 Mintz & Partners Letter Dated March 6, 2008 addressed to the Security and Exchange Commission 99.2 Mintz & Partners Letter Dated January 21, 2008 announcing merger 99.3 Deloitte & Touche LLP News Release dated December 12, 2007 announcing merger
SIGNATURES 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. Stellar Pharmaceuticals Inc. Date: March 7, 2008 By: /s/ Janice Clarke Janice Clarke Chief Financial Officer
Exhibit 99.1 March 6, 2008 United States Securities and Exchange Commission Judiciary Plaza 450 Fifth Street N.W. Washington, D.C. 20549 U.S.A. To Whom It May Concern: Re: Stellar Pharmaceuticals Inc. This is to confirm that Mintz & Partners, LLP (having merged effective January 29, 2008 with Deloitte & Touche LLP) confirms that it agrees with the disclosure contained in the report of Stellar Pharmaceuticals Inc. filed on Form 8-k entitled Changes in Registrant s Certifying Accountant. Yours very truly, /s/ MINTZ & PARTNERS LLP A Pre-decessor firm to Deloitte & Touche LLP Per: Allan Cheskes, C.A. Partner Direct Line: 416-644-4381 Direct Fax: 416-644-4382 E-Mail: allan_cheskes@mintzca.com
EXHIBIT 99.2 January 21, 2008 PRIVATE AND CONFIDENTIAL SENT VIA: EMAIL: IMMEDIATE FILING OF SEC FORM 8-K TO ANNOUNCE MERGER WITH DELOITTE As you may know, on December 12, 2007, Mintz & Partners LLP ( Mintz ) and Deloitte & Touche LLP ( Deloitte ) agreed to merge, effective January 28, 2008 (see attached News Release). The purpose of this letter is to provide you with information pertaining to the merger as it relates to regulatory filings required as a result of merger with the United States Securities and Exchange Commission ( SEC ) for U.S. public filing companies. The Current Accounting and Disclosure Issues in the Division of Corporate Finance of the SEC ( the Division ) on December 1, 2005 states: a merger of accounting firms always results in a change in [reporting] accountants due to the change in the legal entity in the firm that performs the audit. Further, the SEC, in the same release, confirms that a Form 8-K must be filed within four days after the merger is completed (i.e. February 1, 2008). This filing should indicate that Mintz and Deloitte have merged effective January 28, 2008 and are carrying on business as Deloitte. We have taken all necessary steps to ensure old Mintz & Partners LLP will be able to provide re-issued reports if necessary and consents in any securities filings. Our Deloitte & Touche LLP audit opinion for your next set of financial statements will have a separate paragraph which indicates that your financial statements as at the previous year end (and for the year then ended) were audited by Mintz & Partners LLP. If you have any questions concerning this filing or the merger, please contact me directly or the Partner on your account. Yours very truly, MINTZ & PARTNERS LLP /s/ Elliott Jacobson Elliott Jacobson, MBA, CA Partner Direct Line: 416-644-4356 Direct Fax: 416-644-4357 E-Mail: elliott_jacobson@mintzca.com
Exhibit 99.3 News Release Contacts: Deloitte Mintz & Partners Jacqui d'eon André D.J. Mazerolle 416-874-3670 416-644-4463 jdeon@deloitte.ca andre_mazerolle@mintzca.com Deloitte & Touche LLP and Mintz & Partners LLP agree to merge TORONTO, December 12, 2007 - Accounting and professional service firms Deloitte and Mintz & Partners have reached an agreement to join forces. It is expected that the firms will be in business together in January 2008. Mintz & Partners has long been recognized for its professionalism and commitment to the development of its people, and the quality of its reputation for service is without question. "With nearly sixty years of experience, and a strong entrepreneurial culture, the business practices and values of Mintz & Partners complement ours," explains Alan MacGibbon, Deloitte s Managing Partner and Chief Executive. "Joining with Deloitte is an exciting opportunity," says, Managing Partner Bryan A. Tannenbaum. "We were initially drawn to Deloitte because we share the same values, particularly when it comes to attracting and developing talented professionals. We ve always been impressed by Deloitte s strength in Toronto, Canada and around the world especially their commitment to serving entrepreneurial private companies and rapidly evolving public companies." A team of 150 people, including 18 partners, from Mintz & Partners will join Deloitte s Private Company Services practice in Greater Toronto. The merger will enable Deloitte to enhance its service for Toronto's entrepreneurial companies and accelerate its development strategy in this market. "The union of our two firms will help us to achieve a common goal: to offer high-quality audit, tax and financial advisory services to strengthen our position as the most respected professional services firm in Greater Toronto and across Canada," explains David Keddy, Deloitte s Managing Partner, Greater Toronto, Private Company Services. Mintz & Partners is one of the leading accounting and advisory firms in Canada offering a comprehensive approach to accounting including public and private company assurance services, tax planning and compliance, financial advisory services and strategic advice. The firm focuses on Public Companies, Real Estate and Property Management, Manufacturing, Retail & Distribution, Sports & Entertainment, Non-Profit, and emerging markets such as China and South Asia. Deloitte, one of Canada's leading professional services firms, provides audit, tax, consulting, and financial advisory services through more than 7,600 people in 56 offices. Deloitte operates in Québec as Samson Bélair/Deloitte & Touche s.e.n.c.r.l. The firm is dedicated to helping its clients and its people excel. Deloitte is the Canadian member firm of Deloitte Touche Tohmatsu.