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):
December
10, 2007
NRDC
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33749
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26-0500600
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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3
Manhattanville Road
Purchase,
NY 10577
(914)
272-8067
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (914) 272-8067
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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On
December 10, 2007, NRDC Acquisition Corp. (the “Company”) was notified that the
partners of Goldstein Golub Kessler LLP (“GGK”), the Company’s independent
registered public accounting firm, became partners of McGladrey & Pullen,
LLP in a limited asset purchase agreement and that, as a result thereof, GGK
has
resigned as independent registered public accounting firm for the
Company. McGladrey & Pullen, LLP was subsequently engaged as the
Company’s new independent registered public accounting firm. A copy
of the letter dated December 10, 2007 from GGK to the Company notifying the
Company of the resignation is filed as Exhibit 99.1 to this Form
8-K.
The
audit
reports of GGK on the financial statements of NRDC Acquisition Corp., Inc.
for
the period from July 10, 2007 (inception) to July 13, 2007 and from July 10,
2007 (inception) to October 23, 2007 did not contain an adverse opinion or
a
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
The
decision to engage McGladrey & Pullen, LLP was approved by the audit
committee of the Company’s board of directors.
During
the Company’s initial audit period from July 10, 2007 (inception) to October 23,
2007 and through December 10, 2007, the Company did not consult with McGladrey
& Pullen, LLP on (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that
may
be rendered on the Company’s financial statements, and McGladrey & Pullen,
LLP did not provide either a written report or oral advice to the Company that
McGladrey & Pullen, LLP concluded was an important factor considered by the
Company in reaching a decision as to any accounting, auditing, or financial
reporting issue; or (ii) any matter that was the subject of any disagreement,
as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions,
or
a reportable event within the meaning set forth in Item 304(a)(1)(v) of
Regulation S-K.
During
the period from July 10, 2007 (inception) to October 23, 2007 and through the
date of this Current Report, there were: (i) no disagreements between the
Company and GGK on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements,
if
not resolved to the satisfaction of GGK, would have caused GGK to make reference
to the subject matter of the disagreement in their reports on the Company’s
financial statements for such years, and (ii) no reportable events within the
meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided GGK a copy of the disclosures in this Form 8-K prior to
the
filing with the Securities and Exchange Commission (“SEC”) and has requested
that GGK furnish it with a letter addressed to the SEC stating whether or not
GGK agrees with the Company’s statements in this Item 4.01. A copy of the letter
dated December 12, 2007 furnished by GGK in response to that request is filed
as
Exhibit 99.2 to this Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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99.1
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Letter
from GGK to the Company, notifying the Company that the partners
of GGK
became partners of McGladrey & Pullen, LLP in a limited asset purchase
agreement and that GGK resigned as independent registered public
accounting firm for the Company, dated December 10,
2007.
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99.2
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Letter
furnished by GGK in response to the Company’s request, addressed to the
Securities and Exchange Commission, dated December 12, 2007, indicating
their agreement with the statements contained in the Form 8-K
filing.
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2
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.
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Date:
December 13, 2007
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NRDC
ACQUISITION CORP.
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By:
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/s/
Richard A. Baker
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Richard
A. Baker
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Chief
Executive Officer
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3
Exhibit
99.1
December
10, 2007
Mr.
Richard Baker
Chief
Executive Officer
NRDC
Acquisition Corp.
3
Manhattanville Rd
Purchase,
NY 10577
Dear
Mr.
Baker:
Effective
October 3, 2007, the partners of Goldstein Golub Kessler LLP (GGK), became
partners of McGladrey & Pullen, LLP in a limited asset purchase
agreement. As a result of this transaction, the client-auditor
relationship between NRDC Acquisition Corp. (Commission File Number 001-33749)
and GGK, independent registered public accounting firm, has ceased.
Sincerely,
GOLDSTEIN
GOLUB KESSLER LLP
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cc:
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PCAOB
Letter File
Office
of the Chief Accountant
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Securities
and Exchange Commission
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100
F Street N.E.
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Washington,
D.C. 20549-7561
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Exhibit
99.2
December
12, 2007
Securities
and Exchange Commission
Washington,
D.C. 20549
Commissioners:
We
have
read NRDC Acquisition Corp.’s statements included under Item 4.01 of its Form
8-K filed on December 12, 2007, and we agree with such statements concerning
our
firm.
GOLDSTEIN
GOLUB KESSLER LLP