Current Report Filing (8-k)
25 September 2014 - 4:42AM
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):
September 18, 2014
INTEGRATED DRILLING EQUIPMENT HOLDINGS
CORP.
(formerly Empeiria Acquisition Corp.)
(Exact name of registrant as specified in
its charter)
________________________
Delaware
(State or other jurisdiction of
incorporation)
|
000-54417
(Commission File Number) |
27-5079295
(IRS Employer Identification No.) |
25311 I-45 |
|
Woodpark Business Center, Bldg. 6 |
|
Spring, TX |
77380 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (281) 465-9393
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.
On September 18, 2014,
Integrated Drilling Equipment Holdings Corp., a Delaware corporation (the “Company”), dismissed PricewaterhouseCoopers
LLP (“PwC”) as the Company’s independent registered public accounting firm effective immediately and,
on September 23, 2014, engaged Whitley Penn LLP (“Whitley Penn”) to serve as the Company’s independent
registered public accounting firm. The decision to change independent registered public accounting firms was approved by the Audit
Committee of the Company’s Board of Directors.
The reports of PwC
on the consolidated financial statements of the Company as of and for the years ended December 31, 2013 and 2012 contained no adverse
opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the two fiscal
years ended December 31, 2013 and 2012, and during the subsequent interim period through September 18, 2014, (i) there were no
disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or
procedure that, if not resolved to the satisfaction of PwC, would have caused PwC to make reference thereto in their reports on
the consolidated financial statements for such years and (ii) there were no “reportable events” as defined in Item
304(a)(1)(v) of Regulation S-K, except that as of December 31, 2013, management's assessment of the effectiveness of the Company's
internal control over financial reporting identified a material weakness in the design and operation of the Company’s internal
controls over the recording and review of journal entries for validity, accuracy and completeness for substantially all significant
accounts. Specifically, certain accounting personnel have the ability to prepare and post journal entries without an independent
review that is designed with sufficient rigor and precision to prevent or detect an error. While this control deficiency did not
result in any audit adjustments for the year ended December 31, 2013, this control deficiency could result in a misstatement of
substantially all financial statement accounts that would result in a material misstatement to the annual or interim consolidated
financial statements and disclosures that would be not be prevented or detected. PwC discussed this control deficiency with the
Audit Committee of the Company’s Board of Directors and the Audit Committee has authorized PwC to discuss such control deficiency
with Whitley Penn, the Company’s new independent registered public accounting firm, and to respond fully to any inquiries
of Whitley Penn regarding such control deficiency.
The Company requested
that PwC furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees
with the above statements. A copy of PwC’s letter, dated September 24, 2014, is filed as Exhibit 16.1 to this Form 8-K.
During the two fiscal
years ended December 31, 2013 and 2012, and during the subsequent interim period through September 23, 2014, the Company has not
consulted with Whitley Penn regarding 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 neither a written
report was provided to the Company or oral advice was provided that Whitley Penn concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either
the subject of a disagreement, as that term is defined in Regulation S-K 304(a)(1)(iv) and the related instructions to Regulation
S-K 304, or a reportable event, as that term is defined in Regulation S-K 304(a)(1)(v).
Item 9.01 Financial Statements and Exhibits.
Sub Item (d): Exhibits.
The following exhibits are provided herewith:
Exhibit Number |
Description |
|
|
16.1 |
Letter from PricewaterhouseCoopers LLP, dated September 24, 2014. |
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.
Date: September 24, 2014 |
|
Integrated Drilling Equipment Holdings Corp. |
|
|
|
|
|
|
By: |
/s/
Michael Dion |
|
|
|
Name: Michael Dion |
|
|
|
Title: Chief Financial Officer |
Exhibit 16.1
![](tex16-1_logo.jpg)
September 24, 2014
Securities and Exchange
Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements
made by Integrated Drilling Equipment Holdings Corp. (copy attached), which we understand will be filed with the Securities and
Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Integrated Drilling Equipment Holdings Corp.
dated September 18, 2014. We agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
![](tsig.jpg)
PricewaterhouseCoopers
LLP, 1201 Louisiana, Suite 2900, Houston, TX 77002-5678
T: (713) 356 4000,
F: (713) 356 4717, www.pwc.com/us
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