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 8, 2005
FINANCIAL INDUSTRIES CORPORATION
(Exact name of Registrant as specified in charter)
Texas 0-4690 74-2126975
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
6500 River Place Blvd., Building One
Austin, Texas 78730
(Address of principal executive offices)
Registrant's telephone number, including area code: (512) 404-5000
Former name or former address, if changed since last report - Not Applicable
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))
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Item 4.01 Changes in Registrant's Certifying Accountant
On September 8, 2005, the Audit Committee of the Board of Directors of Financial
Industries Corporation (the "Company") approved the appointment of Deloitte &
Touche LLP ("Deloitte") as its new independent registered public accounting firm
for the year ended December 31, 2004. Also, on September 8, 2005, the Audit
Committee dismissed PricewaterhouseCoopers LLP ("PwC") as the Company's
independent registered public accounting firm, subject to completion of its
procedures on the Financial Statements of the Company's three non-public
employee benefit plans as of and for the year ended December 31, 2003.
On July 29, 2005, PwC completed its audit procedures on the financial statements
of the Company for the year ended December 31, 2003, and the Company's Annual
Report on Form 10-K was filed. As of the date of this filing, PwC has not yet
completed its procedures related to the 2003 financial statements of the
Company's three non-public employee benefit plans.
PwC's reports on the Company's consolidated financial statements for each of the
years ended December 31, 2003 and 2002 did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principle.
During the years ended December 31, 2003 and 2002, and through September 8,
2005, there have been no disagreements with PwC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of PwC, would have caused
PwC to make reference thereto in their reports on the financial statements of
the Company for such years.
During the years ended December 31, 2003 and 2002, and through September 8,
2005, there have been no reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K) other than as noted in the balance of this paragraph. In its
Form 10-K for the year ended December 31, 2003, which was filed with the SEC on
July 29, 2005, the Company disclosed that, in the course of completing its
financial statements as of and for the year ended December 31, 2003, management
identified a significant number of material weaknesses in internal controls in
several key areas that had resulted in material misstatement of financial
results. These included twenty-one material weaknesses in the following areas:
deferred policy acquisition costs; present value of future profits of acquired
businesses; policy liabilities; investment accounting; consolidation process;
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purchase accounting; financial reporting procedures and review process; and
intercompany accounting. As a result of this review, and in consultation with
PwC, the Company restated its audited consolidated financial statements for the
years ended December 31, 2002 and 2001. PwC has advised the Company that the
twenty-one material weaknesses in internal controls contributed to the
restatement of the Company's financial statements for the years ended December
31, 2002 and 2001. Remediation efforts regarding such material weaknesses are
described in Item 9A of the Company's Form 10-K for the year ended December 31,
2003.
The Company has provided PwC with a copy of this Form 8-K, and requested that
PwC furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether or not it agrees with the foregoing statements. A
copy of PwC's letter dated September 14, 2005, is filed as Exhibit 16.1 to this
Form 8-K.
During the years ended December 31, 2003 and 2002, and the subsequent interim
period through September 8, 2005, the Company did not consult with Deloitte
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
Exhibits.
16.1 - Letter of PricewaterhouseCoopers LLP regarding change in
independent registered public accounting firm.
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.
FINANCIAL INDUSTRIES CORPORATION
Date: September 14, 2005 By: /s/ J. Bruce Boisture
___________________________
J. Bruce Boisture
President and
Chief Executive Officer
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