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): August 9, 2007
PORTEC RAIL PRODUCTS, INC.
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(Exact Name of Registrant as Specified in Charter)
West Virginia 0-50543 55-0755271
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
900 Old Freeport Road, Pittsburgh, Pennsylvania 15238
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (412) 782-6000
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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:
[ ] 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
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(a) Portec Rail Products, Inc. (the "Registrant") has engaged Arnett &
Foster, Certified Public Accountants, PLLC ("Arnett & Foster") as its new
independent registered public accounting firm, effective August 9, 2007. The
Registrant continued its relationship with BKD, LLP ("BKD") as its independent
registered public accounting firm through the preparation and filing on August
7, 2007 of the Registrant's Form 10-Q for the quarter period ended June 30,
2007. On August 10, 2007, the Registrant notified BKD that it was terminating
BKD as principal accountants.
BKD's reports on the consolidated financial statements of the Registrant as
of and for the years ended December 31, 2006 and 2005 did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles. Arnett & Foster has been
engaged to audit the consolidated financial statements of the Registrant as of
and for the year ending December 31, 2007. The engagement of Arnett & Foster was
approved by the Registrant's Audit Committee.
In connection with the audits of the two fiscal years ended December 31,
2006 and the subsequent interim period through the date of this Report, there
were (1) no disagreements with BKD 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 BKD, would have caused
them to make reference to the subject matter of the disagreements in connection
with their opinion and (2) no reportable events.
The Registrant has provided BKD with a copy of the disclosures contained in
this Report, which was received by BKD on August 10, 2007. The Registrant has
requested BKD to furnish the Registrant with a letter in response to Item 304(a)
of Regulation S-K. Such letter is included in this Report as Exhibit 99.1.
(b) Arnett & Foster was engaged by the Registrant on August 9, 2007 to
audit the consolidated financial statements of the Registrant as of and for the
year ending December 31, 2007. During the period beginning January 1, 2005
through the date of this Report, the Registrant did not consult with Arnett &
Foster regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of
Regulation S-K.
Item 9.01. Financial Statements and Exhibits
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(c) Exhibits.
Exhibit No. Description
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99.1 Letter of BKD regarding change in certifying accountant
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.
PORTEC RAIL PRODUCTS, INC.
DATE: August 13, 2007 By: /s/ John N. Pesarsick
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John N. Pesarsick
Chief Financial Officer
EXHIBIT INDEX
The following exhibit is filed as part of this report:
Exhibit No. Description
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99.1 Letter of BKD regarding change in certifying accountant