FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 24, 2004 Commission File Number 0-4539
TRANS-INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-2598139
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2637 S. Adams Road, Rochester Hills, MI 48309
(Address of principal executive offices) (Zip Code)
(248) 852-1990
(Registrant's telephone number, including area code)
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous Principal Independent Accountants and Auditors.
(i) On May 18, 2004, The Audit Committee of Trans-Industries, Inc. and
subsidiaries (the "Company") was advised by its independent auditors,
Grant Thornton, LLP, that they have declined to stand for reelection as
the Company's independent auditors, and on May 18, 2004, the Company
received a letter from Grant Thornton confirming they will not stand
for reelection as the Company's independent auditors for the year ended
December 31, 2004.
(ii) The Audit Report of Grant Thornton on the consolidated financial
statements of the Company as of, and for the year ended December 31,
2002 dated February 24, 2003, ("2002 Audit Report") did not contain any
adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principals.
The Audit Report of Grant Thornton on the consolidated financial
statements of the Company as of, and for the year ended December 31,
2003, dated April 2, 2004 ("2003 Audit Report") did not contain any
adverse opinion or disclaimer of opinion, nor was it qualified or
modified as to uncertainty, audit scope or accounting principles except
that the 2003 Audit Report expressed substantial doubt about the
Company's ability to continue as a going concern.
(iii) The cessation of the client-auditor relationship between the Company
and Grant Thornton was not recommended or approved by the Company's
Board of Directors, or by the Audit Committee of the Company's Board of
Directors ("Audit Committee"). A new independent auditor has not yet
been appointed by the Audit Committee.
(iv) In connection with the audits of the Company's two most recent fiscal
years ended December 31, 2002 and 2003 and for the period January 1,
2004 through April 30, 2004, the Company had no disagreements with
Grant Thornton on any matter of accounting principle practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Grant Thornton,
would have caused them to make reference to the subject matter of the
disagreements in connection with their reports on the consolidated
financial statements of the Company
(v) In connection with the audits of the Company's two most recent fiscal
years ended December 31, 2002 and 2003 and for the period January 1,
2004 through April 30, 2004, there were no "reportable events" as that
term is defined in Item 304 (a) (1) (v) of Regulation S-K. Except that,
as discussed in Item 9A of the Company's Form 10-K for the year ended
December 31, 2003 in connection with its audit of the Company's
consolidated financial statements for the year ended December 31, 2003,
Grant Thornton has advised the Company of certain internal control
matters that Grant Thornton believes are "reportable conditions" under
standards adopted by the American Institute of Certified Public
Accountants.
2
As of December 31, 2003, an evaluation was carried out, under the
supervision and with the participation of the Company's management,
including our Chief Executive Officer and Chief Financial Officer, of
the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e)
under the Securities Exchange Act of 1934). Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that,
with the exception of the item listed below, the design and operation
of these disclosure controls and procedures were effective for
gathering, analyzing and disclosing information required to be
disclosed in connection with the Company's filing of its annual report
Form 10-K for the year ended December 31, 2003.
Recent filings of the Company's annual report on Form 10-K have been
filed in a timely manner. However, the Company had to extend the filing
deadline for its Form 10-K and its September 30, 2003 Form 10-Q because
it lacked the resources to address the financial reporting related to
significant and complex business transactions. The Company intends to
evaluate its resources and make appropriate changes to provide
sufficient resources and additional time to prepare its periodic
reports. The Company will also provide additional time for reviews by
management, the Audit Committee and the Board of Directors, and file
our periodic reports within the unextended time periods specified in
the SEC's rules and regulations.
Our independent auditors have advised the Company that the above
represents a reportable condition.
Since the date of the evaluation, there have been no significant
changes to the Company's disclosure controls and procedures or
significant changes in other factors that could affect the Company's
disclosure controls and procedures. However, as noted above, the
Company has taken, and is continuing to take, certain actions designed
to enhance its disclosure controls and procedures.
(vi) The Company provided Grant Thornton with a copy of the foregoing
statements and a copy of Grant Thornton's letter regarding such
statements is attached as exhibit 16.1 to this Form 8-K.
(vii) In accordance with the requirements of Item 4(b) of Form 8-K, the
Company will amend this current report once the Company selects a new
independent auditor.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
C. Exhibits.
No. Description
16.1 Letter from Grant Thornton dated May 24, 2004.
99.1 Press Release dated May 24, 2004
3
Item 9. Regulation FD Disclosure
The following information required to be disclosed pursuant to Item 4
"Changes in registrant's certifying accountant" is being furnished under
Item 9 "Regulation FD Disclosure" and Item 4 "Changes registrant's
certifying accountant" in accordance with the Securities and Exchange
Commission's Final Rule Release No. 33-8216.
On May 24, 2004 Trans-Industries, Inc. issued a press release announcing
its independent auditors, Grant Thornton has declined to stand for
reelection as the Company's independent auditors. Attached hereto and
incorporated by reference is the press release relating to such
announcement.
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.
Trans-Industries, Inc.
(Registrant)
May 24, 2004 /s/ Kai Kosanke
---------------------------
Kai Kosanke
Chief Financial Officer
4
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
16.1 Letter from Grant Thornton dated May 24, 2004.
99.1 Press Release dated May 24, 2004