Current Report Filing (8-k)
08 April 2015 - 6:27AM
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
Date of Report (Date of earliest event reported):
April 1, 2015
Astrotech Corporation
(Exact name of registrant as specified in its
charter)
Washington |
|
001-34426 |
|
91-1273737 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
401 Congress Ave. Suite 1650, Austin, Texas |
|
78701 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code:
(512) 485-9530
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)) |
Item 4.01: Changes in Registrant’s Certifying Accountant.
The Audit Committee (the “Committee”) of the Board
of Directors of Astrotech Corporation (the “Company”) completed a competitive process to determine
the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015. As a result of
that process, on April 1, 2015, the Committee notified Ernst & Young LLP (“E&Y”) that it had determined
to dismiss E&Y as the Company’s independent registered public accounting firm, effective as of that same date. On
and effective as of that same date, the Company appointed BDO USA, LLP (“BDO”) as the Company’s independent
registered public accounting firm for the fiscal year ending June 30, 2015 and BDO will immediately conduct a review of the
Company’s unaudited financial statements for the quarter ended March 31, 2015. The appointment of BDO as the
Company’s independent registered public accountant was approved by the Committee.
E&Y’s reports on the Company’s consolidated financial
statements for the fiscal years ended June 30, 2014 and June 30, 2013 contained no 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 and the
subsequent interim period preceding E&Y’s dismissal, there were: (i) no “disagreements” (within the meaning
of Item 304(a) of Regulation S-K) with E&Y on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y, would have caused it to make
reference to the subject matter of the disagreements in its reports on the consolidated financial statements of the Company; and
(ii) no “reportable events” (as such term is defined in Item 304(a)(1)(v)(A)-(D) of Regulation S-K).
The Company has provided E&Y with a copy of this Current Report
on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested Ernst & Young
to furnish to the Company a letter addressed to the SEC stating that it agrees with the statements made above. A copy of Ernst
& Young’s letter dated April 7, 2015 is attached as Exhibit 16.1 to this Current Report on Form 8-K.
During the Company’s two most recent fiscal
years and the subsequent interim period up to the date of BDO’s engagement, neither the Company nor anyone on the Company’s
behalf consulted with BDO regarding: (i) the application of accounting principles to a specified transaction, either completed
or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements; (iii) the
provision of written or oral advice that would be an important factor considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issues; or (iv) any matter that was the subject of a “disagreement”
or a “reportable event” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and Item 304(a)(1)(v)
of Regulation S-K, respectively).
Item 9.01: Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Document
Description |
|
|
|
16.1 |
|
Letter of Ernst & Young LLP to the Securities and Exchange Commission, dated April 7, 2015. |
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.
|
ASTROTECH CORPORATION |
|
|
|
Date: April 7, 2015 |
By: |
/s/ Thomas B.
Pickens III |
|
|
|
Name: Thomas B. Pickens III |
|
|
Title: Chairman of the Board and Chief Executive Officer |
EXHIBIT INDEX
Exhibit
No. |
|
Document
Description |
|
|
|
16.1 |
|
Letter of Ernst & Young LLP to the Securities and Exchange Commission, dated April 7, 2015. |
Exhibit 16.1
April 7, 2015
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read the Item 4.01 of Form 8-K dated April 7, 2015, of Astrotech
Corporation and are in agreement with the statements contained in the second and third paragraphs on page 2 therein. We have no
basis to agree or disagree with other statements of the registrant contained therein.
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