Unassociated Document
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): February 18, 2009
AEROSONIC
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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1-11750
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74-1668471
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State or other jurisdiction of incorporation
or
organization
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1212
North Hercules Avenue
Clearwater,
Florida 33765
(Address
of principal executive offices and Zip Code)
(727)
461-3000
(Registrant’s
telephone number, including Area Code)
Not
applicable
(Former
name, former address and former fiscal year, 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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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SECTION 4
- MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item
4.01 - Changes in Registrant's Certifying Accountant
As
described in Items 4.01(a) and (b) below, Aerosonic Corporation (the
“Company”) dismissed McGladrey & Pullen, LLP (the “Former Auditor”) as its
independent registered public accounting firm, effective as of February 18,
2009, and has engaged Kirkland, Russ, Murphy & Tapp, P.A. (the “New
Auditor”) as its new independent registered public accounting firm as of and for
the year ended January 31, 2009. As described in Item 4.01(a) below,
the change in independent registered public accounting firm is not the result of
any disagreement with the Former Auditor.
Item 4.
01(a) Previous Independent Accountants
Information Required by Item
304(a)(1) of Regulation S-K.
(i) On February 18, 2009, the Company dismissed the Former Auditor as its
independent registered public accounting firm effective on that
date.
(ii)
The report of the Former Auditor on the Company's consolidated financial
statements as of and for the year ended January 31, 2008, did not contain
an adverse opinion or disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope, or accounting principles. The
report of the Company's consolidated financial statements as of and for the year
ended January 31, 2007 was issued by Tedder, James, Worden & Associates,
P.A., certain of whose partners merged with McGladrey & Pullen, LLP
effective June 1, 2007, and did not contain any adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii)
The Company’s Audit Committee made the decision to change independent
accountants, acting under authority delegated to it by the Company’s Board of
Directors and also recommended that the Board of Directors approve the
change. The Board of Directors also approved the change of the
independent accountants.
(iv) During
the two most recent fiscal years and through February 18, 2009, there have been
no disagreements with the Former Auditor on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of the Former Auditor,
would have caused the Former Auditor to make
reference to the subject matter of such disagreements in its
reports on the financial statements for such years.
(v) During
the Company’s two most recent fiscal years and through February 18, 2009
there have been no “Reportable Events” (as defined in Regulation S-K,
Item 304(a)(1)(v)), except as described below:
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o
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As
set forth in Item 9A of the Annual Report on Form 10-K for the fiscal year
ended January 31, 2008, the Company and the Former Auditor identified
material weaknesses in internal controls over financial reporting and such
item is incorporated herein by reference. The Company has
authorized the Former Auditor to respond fully to any inquiries by the New
Auditor regarding the material weaknesses in internal controls set forth
in the Annual Report on Form 10-K.
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o
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During
the quarters ended May 2, 2008, August 31, 2008 and October 31, 2008, the
material weaknesses noted above continued to exist as indicated in Item 4
of the interim filings. The Company has authorized the Former Auditor to
respond fully to any inquiries by the New Auditor regarding the material
weaknesses in internal controls set forth in Item 4 of the interim
filings. |
(vi)
We have furnished the Former Auditor with a copy of the foregoing disclosures
and requested that the Former Auditor furnish us with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated February 24, 2009, is filed
as Exhibit 16.1 to this Form 8-K.
Item 4.
01(b) New Independent Accountants
On
February 18, 2009, we engaged Kirkland, Russ, Murphy & Tapp, P.A., (the “New
Auditor”) as our independent accountants for the year ended January 31,
2009. The Audit Committee made the decision to engage the New Auditors
acting under authority delegated to it by the Company’s Board of Directors and
the Board of Directors approved the same.
The
Company has not consulted with the New Auditor during our two most recent fiscal
years or during any subsequent interim period prior to its appointment as New
Auditor regarding either (i) the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on our consolidated financial statements, and
neither a written report was provided to us nor oral advice was provided that
the New Auditor concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting issue;
or (ii) any matter that was either the subject of disagreement (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions)
or a reportable event (within the meaning of Item 304(a)(1)(v) of
Regulation S-K).
The
Company has requested that the New Auditor furnish it with a letter addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
above statement. A copy of the letter from the New Auditor is attached hereto as
Exhibit 16.2 to this Form 8-K.
Item
9.01. Financial Statements and Exhibits
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16.1
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Letter
from McGladrey & Pullen, LLP
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16.2
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Letter
from Kirkland, Russ, Murphy & Tapp,
P.A.
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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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AEROSONIC
CORPORATION
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Dated: February
24, 2009
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By:
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/s/ Douglas J. Hillman
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Douglas
J. Hillman
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President
and Chief Executive
Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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16.1
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Letter
from McGladrey & Pullen, LLP
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16.2
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Letter
from Kirkland, Russ, Murphy & Tapp,
P.A.
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