Form 8-K Accountants
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
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
June 9, 2005
ASTRO-MED, INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMISSION FILE NUMBER 0-13200
RHODE ISLAND 05-0318215
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
600 EAST GREENWICH AVENUE, WEST WARWICK, RI 02893
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(401-828-4000)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On June 9, 2005, the Audit Committee of the Board of Directors of
Astro-Med, Inc. (the Company) dismissed the Company's independent auditors,
Ernst & Young LLP (EY). A copy of the letter of dismissal dated June 9,
2005 (the "Dismissal Letter") is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
During the two most recent fiscal years of the Company ended January 31,
2005 and 2004, and the subsequent interim period through April 30, 2005,
there were no disagreements between the Company and EY on any matters of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to EY's
satisfaction, would have caused EY to make reference to the subject matter
of the disagreement in connection with its reports; and there were no
reportable events described under Item 304 (a) (1) (v) of Regulation S-K.
The audit reports of EY on the consolidated financial statements of the
Company as of and for the fiscal years ended January 31, 2005 and 2004 did
not contain any adverse opinion or disclaimers of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting
principles. A letter from EY attached hereto as Exhibit 16.1, indicating
its concurrence with disclosures in this and the preceding paragraph.
During the two most recent fiscal years of the Company ended January 31,
2005 and 2004 and the subsequent interim period through April 30, 2005, the
Company did not consult any other firms regarding any of the matters or
events set forth in Item 304 (a) (2) (i) and (ii) of Regulation S-K.
The Company provided EY with a copy of the foregoing disclosure together
with the Dismissal Letter. The Dismissal Letter requested that, pursuant to
Item 304(a)(3), EY furnish the Company with a letter addressed to the
Commission stating whether it agrees with the statements made by the
Company herein and, if not, stating the respects in which it does not
agree. A copy of such letter, dated June 10, 2005, is attached as Exhibit
99.2 hereto.
(b) The Company expects to announce shortly its engagement of another
nationally recognized public accounting firm as the Company's principal
accountant.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Exhibit
----------- -------
99.1 Letter of the Company dismissing Ernst & Young LLP dated June 9, 2005
99.2 Letter of Ernst & Young LLP to the Securities and Exchange Commission dated June 10, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
DATE: June 15, 2005 ASTRO-MED, INC.
By: /s/ Joseph P. O'Connell
---------------------------------------
Joseph P. O'Connell
Vice President, Treasurer and Chief
Financial Officer
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Letter of Dismissal to Ernst & Young LLP dated June 9, 2005
99.2 Letter of Ernst & Young LLP to the Securities and Exchange Commission dated June 10, 2005