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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 24, 2021




(Exact name of Registrant as specified in its charter)


Delaware 000-51237 25-1837219
(State or other (Commission File Number) (IRS Employer
jurisdiction of   Identification
incorporation)   Number)
125 South Wacker Drive, Suite 1500    
Chicago, Illinois   60606
(Address of principal executive offices)   (Zip Code)


(800) 458-2235

(Registrant’s telephone number, including area code)



(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:


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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share RAIL Nasdaq Global Market


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. ☐




Section 4 – Matters Related to Accountants and Financial Statements


Item 4.01. Changes to Registrant’s Certifying Accountant.


(b) Appointment of New Independent Registered Public Accounting Firm


On March 26, 2021, the board of directors (the “Board”) of FreightCar America, Inc. (the “Company”) ratified the Company’s audit committee’s (the “Audit Committee’s”) decision to appoint Grant Thornton LLP (“Grant Thornton”) to serve as the Company’s independent registered public accounting firm. The Audit Committee approved the engagement of Grant Thornton on March 24, 2021. During the years ended December 31, 2020 and 2019, and the subsequent interim period, the Company did not consult Grant Thornton with respect to 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 the Company’s financial statements, and no written report or oral advice was provided to the Company by Grant Thornton that Grant Thornton concluded was an important factor considered by Grant Thornton in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any material that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.





Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



FreightCar America, Inc.


Date: March 30, 2021 By:   /s/ Terence R. Rogers  
   Name: Terence R. Rogers
   Title: Chief Financial Officer and Corporate Secretary