UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event reported)
-- November 19, 2004
(November 17, 2004)
MDC PARTNERS INC.
(Exact name of registrant as specified in its charter)
Ontario 001-13718 98-0364441
(Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
45 Hazelton Ave., Toronto, Ontario, Canada M5R 2E3
(Address of principal executive offices and zip code)
(416) 960-9000
(Registrant's Telephone Number)
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.
(a) (1) On November 17, 2004, the Company's Audit Committee concluded that
certain accounting items, identified by the Company in consultation
with its independent accountant, would likely result in adjustments
to the Company's financial statements for the quarter ended September
30, 2004, as well as prior periods. Such adjustments are consistent
with the description of each likely adjustment set forth in the
Company's Form 8-K filing with the Securities and Exchange Commission
(the "SEC") on November 15, 2004 and the exhibits attached thereto.
(2) As a result of the foregoing conclusions, the Audit Committee
determined that the Company's consolidated financial statements for
the quarters ended September 30, 2004, June 30, 2004 and March 31,
2004 and the fiscal year ended December 31, 2003, required
restatement and that such consolidated financial statements should no
longer be relied upon. As of the date hereof, the exact amount of
each adjustment and the related period of adjustment cannot be
determined with certainty. A brief description of the facts relating
to each likely adjustment is set forth in the Company's Form 8-K
filing with the SEC on November 15, 2004, as well as in the related
slide presentation posted on MDC Partners' website
(www.mdc-partners.com) and in the recording of a conference call with
management held on November 15, 2004, which is publicly available for
complete review by visiting MDC Partners' website.
(3) The Audit Committee has extensively discussed and reviewed the
matters disclosed in this Item 4.02(a) with the Company's independent
accountants. The Company intends to file with the SEC amended
financial statements for each restated period as soon as practicable
after the date hereof.
FORWARD-LOOKING STATEMENTS
This current report contains forward-looking statements within the meaning of
the federal securities laws. These statements are present expectations, and are
subject to the limitations listed herein and in the Company's other SEC
reports, including that actual events or results may differ materially from
those in the forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed by the undersigned
hereunto duly authorized.
Date: November 19, 2004 MDC Partners Inc.
By:
/s/ Walter Campbell
-------------------
Walter Campbell,
Chief Financial Officer