Current Report Filing (8-k)
April 12 2019 - 4:17PM
Edgar (US Regulatory)
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
April
11, 2019
Date
of Report (Date of earliest event reported)
BALLANTYNE
STRONG, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-13906
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47-0587703
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
No.)
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Identification
Number)
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11422
Miracle Hills Drive, Suite 300
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Omaha,
Nebraska
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68154
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(Address
of principal executive offices)
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(Zip
Code)
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(402)
453-4444
(Registrant’s
telephone number including area code)
Not
Applicable
(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 (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))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
4.01. Changes in Registrant’s Certifying Accountant.
(a)
Former Independent Registered Public Accounting Firm
On
April 11, 2019, Ballantyne Strong, Inc. (the “Company”) dismissed BDO USA, LLP (“BDO”) and appointed another
independent registered public accounting firm as principal auditors, effectively immediately. The Audit Committee of the Board
of Directors of the Company approved the change in the auditors, following a competitive request for proposal process with several
independent registered public accounting firms. The Company has authorized BDO to respond fully to the inquiries of the successor
auditors.
During
the two fiscal years ended December 31, 2018, and the subsequent interim periods through April 11, 2019, there were no: (1) disagreements
with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion
to the subject matter of the disagreement, or (2) reportable events.
The
audit reports of BDO on the Company’s financial statements as of and for the years ended December 31, 2018 and 2017 did
not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope
or accounting principles.
The
Company provided BDO with a copy of the foregoing disclosures and requested BDO to furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether or not it agrees with the above disclosures. A copy of the letter furnished
pursuant to that request is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)
New Independent Registered Public Accounting Firm
On
April 11, 2019, the Company appointed Haskell & White LLP as the Company’s new independent registered public accounting
firm, effective immediately. During the fiscal years ended December 31, 2018 and 2017, and during all subsequent interim periods
through April 11, 2019, the Company did not consult Haskell & White LLP regarding the application of accounting principles
to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on the Company’s
financial statements or any matter that was the subject of a “disagreement” with its former auditors or a “reportable
event” as those terms are defined in Item 304 of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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BALLANTYNE
STRONG, INC.
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Date:
April 12, 2019
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By:
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/s/
Mark D. Roberson
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Mark
D. Roberson
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Executive
Vice President and
Chief
Financial Officer
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