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 15, 2004
______________________________________________________________________
CELADON GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-23192 13-3361050
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Celadon Drive, Indianapolis, IN 46235
(Address of principal executive offices) (Zip Code)
(317) 972-7000
(Registrant's telephone number, including area code)
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))
Section 4. Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant
On September 15, 2004, the Audit Committee of the Board of Directors of
Celadon Group, Inc., a Delaware corporation (the "Company"), dismissed Ernst &
Young LLP ("Ernst & Young") as the Company's independent registered public
accounting firm, effective immediately.
The report issued by Ernst & Young in connection with the Company's
financial statements for each of its two most recent fiscal years ended June 30,
2004, and June 30, 2003, did not contain an adverse opinion or a disclaimer of
opinion, nor was either such report qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the Company's two most recent fiscal years ended June 30, 2004, and
June 30, 2003, and the subsequent interim period preceding the dismissal of
Ernst & Young on September 15, 2004, there have been no disagreements with Ernst
& Young on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K), if not resolved to the satisfaction of
Ernst & Young, would have caused Ernst & Young to make a reference to the
subject matter of such disagreement in connection with its reports, and there
occurred no "reportable events" within the meaning of Item 304(a)(1)(v) of
Regulation S-K.
The Company has provided Ernst & Young with a copy of the foregoing
statements. A copy of Ernst & Young's letter to the Securities and Exchange
Commission, dated September 21, 2004, regarding its agreement with the foregoing
statements is attached to this report as Exhibit 16.1.
Although the Company has not, as of September 21, 2004, formally engaged a
new independent registered public accounting firm, the Audit Committee has
reached a preliminary understanding with a "Big Four" firm to serve as the
Company's independent registered public accounting firm for the fiscal year
ending June 30, 2005. The formal engagement of this new independent registered
public accounting firm is subject to that firm's customary new client acceptance
procedures, which are expected to be completed prior to September 30, 2004.
Section 9. Financial Statements and Exhibits
Item 9.01 (c) Exhibits
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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16.1 Letter of Ernst & Young LLP to the Securities and Exchange
Commission, dated September 21, 2004
2
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.
CELADON GROUP, INC.
Date: September 21, 2004 By: /s/ Stephen Russell
------------------------------
Stephen Russell
Chairman, Chief Executive Officer, and
President
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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16.1 Letter of Ernst & Young LLP to the Securities and Exchange
Commission, dated September 21, 2004