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 1, 2005
TECH/OPS SEVCON, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-9789 04-2985631
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
155 Northboro Road
Southborough, MA 01772
(Address of Principal Executive Offices) (Zip Code)
(508) 281-5510
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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.
(a) On September 1, 2005, the Audit Committee of the Board of Directors of
Tech/Ops Sevcon, Inc. (the "Company") voted to replace Grant Thornton LLP
with Vitale, Caturano & Company Ltd. as the Company's independent registered
public accounting firm, effective immediately.
Grant Thornton LLP's audit reports on the consolidated financial statements
of the Company and subsidiaries for the fiscal years ended September 30, 2004
and 2003 did not contain any 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 through the date of the
Audit Committee's action, there were no disagreements between the Company and
Grant Thornton LLP 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 Grant Thornton LLP,
would have caused Grant Thornton LLP to make reference to the matter in its
audit report; and there were no reportable events, as defined in Item
304(a)(1)(v) of Regulation S-K.
The Company provided Grant Thornton LLP with a copy of the foregoing
disclosures and requested that Grant Thornton LLP furnish the Company a
letter addressed to the Securities and Exchange Commission stating whether
it agrees with them. A copy of Grant Thornton LLP's response is attached as
Exhibit 16.1 to this Form 8-K.
(b) On September 1, 2005, with the approval of the Company's Audit
Committee, the Company engaged Vitale, Caturano & Company Ltd. ("VCC") to
replace Grant Thornton LLP as the Company's independent registered public
accounting firm.
During the Company's two most recent fiscal years and through the date of
VCC's engagement, neither the Company nor anyone on behalf of the Company
consulted with VCC in any matter regarding either (A) 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 was a written report nor oral
advice provided to the Company that VCC concluded was an important factor
considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue, or (B) any matter that was the subject
of either a disagreement or a reportable event, as each are defined in Items
304(a)(1)(iv) and (v) of Regulation S-K, respectively.
The Company undertook a review of its independent auditors as part of its
ongoing efforts to reduce operating costs and expenses. The Company's Audit
Committee selected VCC based, among other things, on the fee estimates
provided by VCC and the closure by Grant Thornton UK LLP of its office in
Newcastle, near the Company's UK facilities. The Company expects to lower its
audit costs as a result of the change in accounting firms.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
16.1 Letter of Grant Thornton LLP dated September 8, 2005 to the
Securities and Exchange Commission
SIGNATURE
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.
TECH/OPS SEVCON, INC.
Dated: September 8, 2005 By: /s/ Raymond J. Thibault Jr.
---------------------------
Raymond J. Thibault Jr.
Assistant Treasurer
Exhibit No. 16.1:
Grant Thornton LLP
Accountants and Business Advisors
September 8, 2005
U.S. Securities and Exchange Commission
Office of the Chief Accountant
100 F Street, NE
Washington, DC 20549
RE: Tech/Ops Sevcon, Inc.
File No. 1-9789
Dear Sir or Madam:
We have read Item 4.01 of Form 8-K of Tech/Ops Sevcon, Inc. dated September
1, 2005, and agree with the statements concerning our Firm contained in the
first through fourth paragraphs therein. We are not in a position to agree
nor disagree with the comments in the seventh paragraph regarding Grant
Thornton UK LLP, a Grant Thornton International member firm.
Very truly yours,
/s/ Grant Thornton LLP
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