Current Report Filing (8-k)
September 03 2015 - 4:49PM
Edgar (US Regulatory)
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 31, 2015
USMD Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35639 |
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27-2866866 |
(State of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification Number) |
6333 North State Highway 161, Suite 200
Irving, Texas 75038
(Address of principal executive offices)
Registrants telephone number, including area code: (214) 493-4000
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 of the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act |
Item 4.01 |
Changes in Registrants Certifying Accountant |
On August 31, 2015, Grant
Thornton LLP (Grant Thornton) notified USMD Holdings, Inc. (the Company) that it has resigned as the Companys independent registered public accounting firm. Grant Thorntons resignation was accepted by the
Companys Audit Committee on the same day.
The reports of Grant Thornton on the Companys consolidated financial statements for
the fiscal years ended December 31, 2013 and 2014 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Companys two most recent
fiscal years and subsequent interim period through August 31, 2015, there have been no disagreements with Grant Thornton on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedure which,
if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to the matter in its reports on the financial statements for such years.
During the Companys two most recent fiscal years and subsequent interim period through August 31, 2015, there were no reportable
events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) except that Company management reported the existence of material weaknesses in the Companys annual and quarterly reports on Forms 10-K and 10-Q for the fiscal years
ended December 31, 2013 and 2014, and for each of its fiscal quarters between and including the fiscal quarters ended March 31, 2015 and June 30, 2015.
The Company provided a copy of the foregoing disclosures to Grant Thornton and requested that Grant Thornton furnish it with a letter
addressed to the Securities and Exchange Commission stating whether Grant Thornton agrees with the above statements. A copy of Grant Thorntons letter, dated September 3, 2015, is filed as Exhibit 16.1 to this Form 8-K.
The Company has begun the process of selecting a new independent registered public accounting firm and will choose a new firm as soon as
practicable.
Item 9.01 |
Financial Statements and Exhibits |
(d)
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Exhibit No. |
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Description |
16.1 |
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Letter from Grant Thornton LLP dated September 3, 2015 addressed to the Securities and Exchange Commission |
SIGNATURE
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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USMD HOLDINGS, INC. |
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Date: September 3, 2015 |
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By: |
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/s/ Jim Berend |
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Jim Berend |
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Chief Financial Officer |
Exhibit 16.1
September 3, 2015
U.S. Securities and Exchange
Commission
Office of the Chief Accountant
100 F Street, NE
Washington, DC 20549
File No. 001-35639
Dear Sir or Madam:
We have read Item 4.01 of the Form 8-K of
USMD Holdings, Inc. dated September 3, 2015 and agree with the statements concerning our Firm contained therein.
Very truly yours,
/s/ Grant Thornton LLP
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