- Current report filing (8-K)
September 01 2009 - 11:26AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
September 1, 2009
Breeze-Eastern Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-7872
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95-4062211
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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Of Incorporation)
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File Number)
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Identification No.)
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700 Liberty Ave, Union, New Jersey
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07083
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code
(908) 688-2440
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
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TABLE OF CONTENTS
Item 4.01 Change in Registrants Certifying Accountant
Breeze-Eastern Corporation (the Company) was notified that its independent registered public
accounting firm, Margolis & Company P.C. (Margolis), planned to combine its practice with the
accounting firm of Marcum LLP (Marcum) effective September 1, 2009 (the Combination). In
anticipation of the Combination, Margolis resigned as the Companys independent registered public
accounting firm effective September 1, 2009.
On September 1, 2009, Marcum was formally engaged as the Companys new independent registered
public accounting firm to audit the Companys financial statements for the fiscal year ending March
31, 2010. The decision to retain Marcum as the Companys independent public accounting firm
following the Combination was recommended and approved by the Audit Committee of the Board of
Directors of the Company.
The Company retained Margolis as its independent accounting firm on July 3, 2007, as disclosed on a
Form 8-K previously filed with the Securities and Exchange Commission (SEC) by the Company on
July 9, 2007. For the Companys previous two fiscal years ended March 31, 2009 and 2008 (the
Fiscal Years), Margolis served as the Companys independent registered public accounting firm
engaged to examine the Companys consolidated financial statements. The reports of Margolis on the
financial statements for the Fiscal Years did not contain an adverse opinion or disclaimer of
opinion, nor were the reports qualified or modified as to uncertainty, audit scope or accounting
principles.
During the period from the engagement of Margolis through the date of the resignation of Margolis,
including the Companys most recent fiscal year and the subsequent interim period, there were no
disagreements with Margolis, whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved
to the satisfaction of Margolis, would have caused it to make reference to the subject matter of
the disagreement(s) in connection with its report.
During the Fiscal Years and the subsequent interim period through the effective date of the
Combination, Marcum did not advise the Company with respect to any of the matters described in
paragraphs (a)(2)(i) or (ii) of Item 304 of Regulation S-K.
The Company has requested Marcum to review the disclosure in this Report on Form 8-K before filing
with the Securities and Exchange Commission and has provided Marcum the opportunity to furnish the
Company with a letter addressed to the Commission containing any new information, clarification of
the Companys statements, or the respects in which it does not agree with the statements made in
this Report on Form 8-K. Marcum has informed the Company that it has reviewed these disclosures
and does not intend to furnish the Company with such a letter.
The Company has also provided Margolis a copy of the disclosures set forth above and has requested
Margolis to furnish the Company with a letter addressed to the SEC stating whether Margolis agrees
with the statements made by the Company in this Report. The letter of Margolis is attached hereto
as Exhibit 16.
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ITEM 9.01 Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired. None
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(b)
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Pro Forma Financial Information. None
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(c)
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Shell Company Transactions. Not applicable.
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(d)
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Exhibits
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Exhibit
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Description
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16
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Letter of Margolis & Company dated September 1, 2009
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3
SIGNATURES
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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BREEZE-EASTERN CORPORATION
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By:
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/s/ Joseph F. Spanier
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Joseph F. Spanier, Executive Vice President, Chief
Financial Officer and Treasurer
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Date: September 1, 2009
4
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