UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 16, 2006
TRANSTECH INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Delaware 0-6512 22-1777533
(State or other (Commission (IRS. Employer
jurisdiction of File Number) Identification No.)
incorporation)
200 Centennial Ave., Piscataway, N.J. 08854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732)981-0777
(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.
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act.
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act.
Page 1 of 4 pages
The Registrant filed a Current Report on Form 8-K with the Securities and
Exchange Commission (the "SEC") on January 19, 2006 (the "8-K"), relating to a
change in the Registrant's certifying accountant. This 8-K/A modifies such
filing in response to comments the Registrant received from the SEC on January
24, 2006. The Registrant has modified paragraph 3 of Item 4.01 below, to clarify
that the relevant interim period ended on January 16, 2006. The letter attached
hereto as Exhibit 16 reflects that Briggs, Bunting & Dougherty, LLP, the
Registrant's former accountant, is in agreement with the foregoing change.
Except as set forth above, no other changes have been made to the 8-K.
Item 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Briggs, Bunting & Dougherty, LLP has declined to stand for re-election as
Transtech Industries, Inc.'s (the "Company") independent certified public
accountants with respect to the audit of the Company's consolidated financial
statements for the year ended December 31, 2005. Briggs, Bunting & Dougherty,
LLP informed the Company it could not continue to satisfy the partner rotation
requirement promulgated by the Sarbanes-Oxley Act of 2002 given its current
staffing.
Briggs, Bunting & Dougherty, LLP had served as the Company's independent
certified public accountants for the years ended December 31, 2004 and December
31, 2003. Briggs, Bunting & Dougherty, LLP's audit reports for such years did
not contain an adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles except for
a modification as to the Company's ability to continue as a going concern.
In connection with the audit of the Company's consolidated financial
statements prepared for the fiscal years ended December 31, 2004 and December
31, 2003, and the subsequent interim period through January 16, 2006 (the
effective date of Briggs, Bunting & Dougherty, LLP's withdrawal), there were no
disagreements with Briggs, Bunting & Dougherty, LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreement(s), if not resolved to the satisfaction of
Briggs, Bunting & Dougherty, LLP would have caused it to make reference to the
subject matter of the disagreement(s) in connection with its reports. There
were no reportable events as set forth in Item 304(a)(1)(iv) of Regulation S-B.
The Company's board of directors has authorized the appointment of
WithumSmith+Brown, P.C. to serve as the Company's independent registered
certified public accountants for the year ended December 31, 2005, and to review
the Company's quarterly financial statements for the three quarters of 2006,
effective January 16, 2006.
During the fiscal years ending December 31, 2004 and December 31, 2003,
including the subsequent interim periods through January 16, 2006, and prior to
the appointment of WithumSmith+Brown, P.C., neither the Company, or anyone on
its behalf, consulted with WithumSmith+Brown, P.C. regarding any of the
accounting or auditing concerns stated in Item 304(a)(2) of Regulation S-B.
The Company has provided Briggs, Bunting & Dougherty, LLP a copy of this
report prior to its filing with the Securities and Exchange Commission (SEC).
The Company requested Briggs, Bunting & Dougherty, LLP furnish a letter
addressed to the SEC stating whether Briggs, Bunting & Dougherty, LLP agrees
with the above statements. A letter from Briggs, Bunting & Dougherty, LLP is
attached as Exhibit 16 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is included as part of this report:
EXHIBIT
NO. DESCRIPTION
16 Letter from Briggs, Bunting & Dougherty, LLP
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.
TRANSTECH INDUSTRIES, INC.
(Registrant)
By: /s/ Andrew J. Mayer, Jr.
Andrew J. Mayer, Jr., Vice
President-Finance, Chief
Financial Officer and
Secretary
Dated: January 27, 2006