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): January 21, 2007
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BIOSPECIFICS
TECHNOLOGIES CORP.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-19879
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11-3054851
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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))
Introductory
Comment
Throughout
this Current Report on Form 8-K, the terms “we,” “us,” “our” and “Company” refer
to BioSpecifics Technologies Corp.
ITEM
4.02 NON-RELIANCE
ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR
COMPLETED
INTERIM
REVIEW.
(a) In
preparation for our 2005 audit and the subsequent review of our 2003
consolidated financial statements by management and our Audit Committee,
the
Company has made the determination that it is necessary to restate our
consolidated financial statements for the year ended December 31, 2003 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 of this Form 8-K filing 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, 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, including Exhibit 99.1 attached
hereto, 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.
ITEM
9.01.
FINANCIAL
STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Restatement
of Consolidated Financial Statements for Year Ended December
31, 2003.
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.
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SIGNATURES
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Pursuant
to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this report to be signed on its behalf
by the
undersigned thereunto duly authorized.
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Date:
January 25, 2007
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BIOSPECIFICS
TECHNOLOGIES CORP.
——————————————————
(Registrant)
/s/
Thomas L. Wegman
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——————————————————
Thomas
L. Wegman
President
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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