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
AstroNova (ALOT) 8-KChanges in Registrant.s Certifying Accountant
Filed: 15 Jun 05, 12:00am