UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2007
Friedman Industries, Incorporated
(Exact name of registrant as specified in its charter)
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Texas
(State or other jurisdiction
of incorporation)
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1-7521
(Commission File Number)
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74-1504405
(IRS Employer Identification No.) |
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4001 Homestead Road
Houston, Texas
(Address of principal executive offices)
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77028-5585
(Zip Code) |
713-672-9433
(Registrant’s telephone number,
including area code)
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):
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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)) |
TABLE OF CONTENTS
Explanatory Note
On March 9, 2007, Friedman Industries, Incorporated filed a report on Form 8-K reporting the
engagement of new accountants. In response to a comment letter received from the SEC’s Division of
Corporation Finance requesting clarification as to whether Friedman’s former accountants resigned,
declined to stand for re-election or were dismissed, Friedman is amending Item 4.01 to state that
Ernst & Young LLP, the Company’s former accountants, were dismissed on March 7, 2007. Friedman is
also attaching an updated Exhibit 16 letter from Ernst & Young LLP stating whether or not the
accountants agree with the revised statements in this Form 8-K/A as requested in the comment
letter. The full text of the amended Item 4.01 is set forth below.
Item 4.01. Changes in Registrant’s Certifying Accountant.
In December 2006, the Audit Committee of Friedman Industries, Incorporated (the “Company”)
determined that it would reevaluate the selection of the Company’s current independent auditors for
the upcoming audit engagement for the fiscal year ended March 31, 2007. As a result of such
process, on March 7, 2007, the Audit Committee dismissed Ernst & Young LLP as the auditors for the
Company, and, on that same date, the Audit Committee engaged Malone & Bailey, P.C. as the Company’s
independent certified accountants.
The reports of Ernst & Young LLP on the financial statements of the Company for each of the
two most recent fiscal years ended March 31, 2006 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 Company’s two most recent fiscal years ended March 31, 2006 and the subsequent
interim period through March 7, 2007, there were no disagreements with Ernst & Young LLP on any
matters of accounting principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved to the satisfaction of Ernst & Young LLP, would have caused it to
make reference to the subject matter of the disagreement(s) in connection with its reports on the
financial statements for such years.
During the Company’s two most recent fiscal years ended March 31, 2006 and the subsequent
interim period through March 7, 2007, the Company did not consult with Malone & Bailey, P.C.
regarding the application of accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company’s financial
statements, and no written or oral advice was provided by Malone & Bailey, P.C. that was a factor
considered by the Audit Committee in reaching a decision as to the accounting, auditing or
financial reporting issues.
The Company has provided Ernst & Young LLP a copy of the above disclosures and has requested
that Ernst & Young LLP furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether or not Ernst & Young LLP agrees with the above statements. Pursuant to
our request, Ernst & Young LLP has provided the letter attached hereto as Exhibit 16.1.