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)
August 13, 2009
Online Vacation Center
Holdings Corp.
(Exact name of registrant as specified in its
charter)
|
Florida |
0-32137 |
65-0701352 |
|||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.)
|
1801
N.W. 66th Avenue, Plantation, Florida 33313
(Address of principal
executive offices) (Zip Code)
Registrant's telephone number,
including area code:
(954) 377-6400
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 (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))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On August 13, 2009, management and the Audit Committee of Online
Vacation Center Holdings Corp. (the "Company") concluded that the Company's 2008
financial statements should not be relied upon due to an error relating to the
accounting for its disposition of Phoenix International Publishing LLC
("Phoenix") in March 2008, in connection with its response to a comment letter
received from the U.S. Securities and Exchange Commission ("SEC") regarding the
Company's Annual Report on Form 10-K for fiscal 2008. The Company intends to
file an amendment to its 2008 Form 10-K, which will contain restated financial
statements as of and for the year ended December 31, 2008. The Company will file
an amendment to its March 31, 2009 Form 10-Q and will restate 2008 quarterly
data on Form 10-Q concurrently for the second and third quarters of 2009. In
addition, the Company's prior earnings and press releases and similar
communications should no longer be relied upon to the extent they related to
these financial statements.
The error related to the accounting for the disposition of Phoenix as of March 31 2008 resulted style="FONT-SIZE: 12pt; FONT-FAMILY: 'TIMES NEW ROMAN'" in an understatement of $681,250 for both the Company's loss from discontinued operations and its net loss for every reporting period from March 31, 2008 through December 31, 2008. In addition, the Company is revising its presentation and accounting treatment of convertible notes issued in conjunction with previous acquisitions to eliminate the value ascribed to the conversion feature of the notes in its 2008 audited financial statements and interim statements.
The Audit Committee of the Board of Directors and management of
the Company have discussed the matters disclosed in this Current Report on Form
8-K with the Company's current independent registered public accounting firm,
Jewett, Schwartz, Wolfe and Associates.
The press release issued by the Company on August 13, 2009 titled
"Online Vacation Center Holdings Corp. to Restate Previously Issued Financial
Statements for Fiscal 2008, interim quarters of 2008 and first quarter of 2009,"
is attached as Exhibit 99.1.
(d)
Number
Description
|
99.1 |
Press Release dated August 13, 2009 titled, "Online Vacation Center Holdings Corp. to Restate Previously Issued Financial Statements for Fiscal 2008, interim quarters of 2008 and first quarter of 2009" |
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: August
13
,
2009
ONLINE VACATION CENTER HOLDINGS CORP.
BY:
/s/ EDWARD B.
RUDNER
Edward B.
Rudner
Chief Executive Officer
Exhibit
Index
Exhibit
No.
Description
| 99.1 | Press Release dated August 13, 2009. titled, "Online Vacation Center Holdings Corp. to Restate Previously Issued Financial Statements for Fiscal 2008, interim quarters of 2008 and first quarter of 2009" |
Exhibit 99.1 – Press Release
Online Vacation Center Holdings Corp. to Restate Previously Issued Financial Statements for Fiscal 2008, interim quarters of 2008 and first quarter of 2009
Plantation, FL – August 13, 2009 – Online Vacation Center Holdings Corp. (OTCBB: ONVC), announced today it is restating its financial statements for the year ended December 31, 2008 and all quarterly financial statements in 2008. Management and the Audit Committee of the Board of Directors have concluded that the Company’s 2008 financial statements should not be relied upon due to an error relating to the accounting for its disposition of Phoenix International Publishing LLC in March 2008, in connection with its response to a comment letter received from the U.S. Securities and Exchange Commission regarding the Company’s Annual Report on Form 10-K for fiscal 2008. As a result of the error, there was an understatement of $681,250 for both the Company's loss from discontinued operations and its net loss for every reporting period from March 31, 2008 through December 31, 2008. The Company intends to file an amendment to its 2008 Form 10-K, which will contain restated financial statements as of and for the year ended December 31, 2008. Concurrently, the Company will file an amendment to its March 31, 2009 Form 10-Q and will restate 2008 quarterly data on Form 10-Q for the second and third quarters of 2009.
About Online Vacation Center Holdings Corp.
Online Vacation Center Holdings Corp. is a Florida holding company, focused on building a network of diversified vacation marketers with a wide range of products that can be cross-sold to an extensive customer base. Online Vacation Center Holdings Corp. is one of the country's largest cruise retailers. Its portfolio of travel companies, including Online Vacation Center, Dunhill Vacations News and Curves Travel, allows customers to research, plan and purchase a vacation. The Company, based in Plantation, Florida, has been in business for over 30 years and became publicly traded in March 2006. Additional information can be found at www.onlinevacationcenter.com.
Forward Looking Statements
This press release contains forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based upon current expectations, assumptions and projections about Online Vacation Center Holdings Corp. ("ONVC") and its industry. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors, including, but not limited to: business and economic conditions, growth trends in the travel industry; variation in customer demand for ONVC's products and services, our dependency on travel providers for their inventory and other risks described in ONVCs Annual Report on Form 10-K for fiscal 2008 filed with the SEC on March 27, 2009 and in other SEC filings. Any forward-looking statements are based on management's beliefs as of the date of this press release and we undertake no obligation to update these statements for any reason, even if new information becomes available.