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) June 7, 2005
1MAGE SOFTWARE, INC.
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(Exact name of registrant as specified in its charter)
COLORADO 0-12535 84-0866294
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
6025 S. Quebec Street, Suite 300 Englewood, Colorado 80111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 694-9180
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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 4.01 Changes in Registrant's Certifying Accountant
(a) Former Independent Certifying Accountant
On June 7, 2005, Mr. Robert Wiegand II, Chairman of the Audit Committee of
the Board of Directors of the Company, and Mr. David DeYoung, President of the
Company, received a letter from BKD, LLP ("BKD"), the Company's independent
accountants, informing them that BKD declined to issue any additional engagement
letters to provide services to the Company and that the Company would need to
retain another CPA firm.
BKD's reports on the Company's financial statements as of and for the
years ended December 31, 2004 and 2003 did not contain any adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except in connection with BKD's report
rendered on February 25, 2005 in connection with the Company's 2004 Annual
Report on Form 10-K, which contained a "going concern" modification.
In connection with BKD's audits of the Company's financial statements for
each of the fiscal years ended December 31, 2004 and 2003, and for the period
ended March 31, 2005, there were no disagreements between the Company and BKD on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which , if not resolved to the
satisfaction of BKD, would have caused BKD to make reference to the matter in
their reports (a "Disagreement"). During the two most recent fiscal years and
during the current fiscal year through June 7, 2005, there have been no
"Reportable Events" (as defined in Item 304(a)(1)(v) of Regulation S-K.
BKD was provided with a copy of this Form 8-K prior to the Company filing
it with the Securities and Exchange Commission ("SEC") and was asked to furnish
1mage with a letter addressed to the SEC stating whether it agrees with the
above statements. A copy of BKD's letter, dated June 13, 2005 is filed as
Exhibit 16.1 to this Form 8-K.
(b) New Independent Certifying Accountant
On June 8, 2005, the Audit Committee of the Company's Board of Directors
engaged Seigneur Gustafson Knight LLP, Certified Public Accountants, ("SGK") as
1mage's principal independent accountant.
During the years ended December 31, 2004 and 2003, and through the date of
this letter, neither 1mage nor anyone acting on its behalf consulted with SGK
regarding any of the matters or events set forth in Item 304(a)(2)(i) or (ii) of
Regulation S-K.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No.
16.1 Letter from BKD, LLP to the Commission dated June 13, 2005.
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 thereunto duly authorized.
Date:
June 13, 2005 1MAGE SOFTWARE, INC.
By:
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David R. DeYoung,
Chief Executive Officer
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