UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
December 2, 2004
MFRI, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-18370 36-3922969
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
7720 Lehigh Avenue, Niles, Illinois 60714
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 966-1000
Not Applicable
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(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 (see General Instruction A.2. below):
|_| 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. Change in Registrant's Certifying Accountant.
On December 2, 2004, upon recommendation and authorization from the Audit
Committee of the Board of Directors of MFRI, Inc. (the "Company" or the
"Registrant"), the Company decided to engage Grant Thornton LLP ("Grant
Thornton") as the Company's independent registered public accounting firm
commencing with the audit for its fiscal year ending January 31, 2005. Deloitte
& Touche LLP will continue as the Company's independent registered public
accounting firm through the filing of the Company's quarterly report on Form 10Q
for the quarter ended October 31, 2004.
During the two fiscal years ended January 31, 2004 and during the fiscal
year ended January 31, 2005 through the date of this Form 8-K, the Company did
not consult Grant Thornton with respect to the application of accounting
principles as to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company's financial
statements, or any other matters or reportable events as set forth in Items
304(a)(3)(i) and (ii) of Regulation S-K.
Item 5.02. Departure of Director or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On December 2, 2004 the Company's Board of Directors elected Executive Vice
President Bradley E. Mautner, age 48, to the position of President and to the
newly created position of Chief Operating Officer. In his new position, Mr.
Mautner will be responsible for the Company's day to day operations. The
Company's Chairman, David Unger, retains his responsibilities as Chief Executive
Officer and will devote his attention to special projects, corporate strategy
and longer term considerations.
Mr. Mautner has been employed by the Company and its predecessors in
various executive and administrative capacities since 1978, has served as
Executive Vice President since December 2002, was Vice President of the Company
from December 1996 through December 2002 and has been a director of the Company
since 1995. From 1994 to the consummation of the merger with Midwesco, Inc.
("Old Midwesco") in December 1996, he served as President of Old Midwesco, and
since December 30, 1996 he has served as Chief Executive Officer of New
Midwesco, Inc. ("New Midwesco"), the company which succeeded to the non-Thermal
Care business of Old Midwesco. In addition, since February 1996, he served as
the Chief Executive Officer of Midwesco Services, Inc. which was 50% owned by
New Midwesco until May 19, 2000, at which time it became a wholly owned
subsidiary of New Midwesco. On November 17, 2000, Midwesco Services, Inc. was
merged into New Midwesco. From February 1988 to January 1996, he served as the
President of Mid Res Inc. (predecessor to Midwesco Services, Inc.).
Mr. Mautner is the son of Henry M. Mautner, a director and Vice Chairman of
the Board of Directors of the Company.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
MFRI, INC.
(Registrant)
Date: December 7, 2004 By: __________________________________
Michael D. Bennett
Vice President