UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 9, 2008
STRASBAUGH
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(Exact name of registrant as specified in its charter)
California 000-23576 77-005484
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
825 Buckley Road, San Luis Obispo, California 93401
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(Address of principal executive offices)
Registrant's telephone number: 805-541-6424
n/a
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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 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Dismissal of Windes & McClaughry Accountancy Corporation
On December 9, 2008, the Audit Committee of the Board of Directors of
Strasbaugh (the "Company") approved the dismissal of Windes & McClaughry
Accountancy Corporation ("Windes") as its independent registered public
accounting firm, effective immediately.
Windes' reports on the Company's financial statements as of and for the
fiscal years ended December 31, 2006 and 2007 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.
In connection with its audits of our financial statements for the years
ended December 31, 2007 and 2006, Windes advised management of the following
matter that Windes considered to be a material weakness in the area of
accounting and financial reporting: the current organization of our accounting
department does not provide management with the appropriate resources and
adequate technical skills to accurately account for and disclose our activities.
Windes stated that this matter is evidenced by the following issues: (i) a
number of material adjusting entries were proposed by Windes and recorded by us
for the years ended December 31, 2007 and 2006, (ii) our closing procedures for
the years ended December 31, 2007 and 2006 were not adequate and resulted in
significant accounting adjustments for both years, and (iii) we were unable to
adequately perform the financial reporting process as evidenced by a significant
number of suggested revisions and comments by Windes to our financial statements
and related disclosures for the years ended December 31, 2007 and 2006. As
additional evidence of this material weakness, we restated our 2006 financial
statements and restated our financial statements for the three months ended
September 30, 2007.
During the fiscal years ended December 31, 2006 and 2007, and through
December 9, 2008, there were no disagreements with Windes on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to Windes'
satisfaction, would have caused Windes to make reference thereto in its reports
on the financial statements for such years. The Company has authorized Windes to
respond fully to the inquiries of the successor accountant concerning the
subject matter of each of any disagreements and, if not, describe the nature of
any limitation thereon, if any, and the reason therefore. During the period
described in the first sentence of this paragraph, there were no "reportable
events" (as defined in the Securities and Exchange Commission Regulation S-K,
Item 304(a)(1)(v)).
The Company provided Windes with a copy of the above disclosures and
requested Windes to furnish a letter addressed to the Securities and Exchange
Commission stating whether or not Windes agrees with the above statements.
Attached as Exhibit 16.1 is a copy of the Windes letter to the Securities and
Exchange Commission.
(b) Engagement of Farber Hass Hurley LLP
On December 9, 2008, the Audit Committee of the Board of Directors of
the Company engaged Farber Hass Hurley LLP ("FHH") as the Company's independent
registered public accounting firm as of and for the fiscal year ending December
31, 2008. During the fiscal years ended December 31, 2006 and 2007 and through
December 9, 2008 neither the Company nor anyone acting on its behalf consulted
with FHH regarding either: (i) the application of accounting principles to a
specific transaction, either completed or proposed, or the type of audit opinion
that might be rendered on the Company's financial statements; or (ii) any matter
that was the subject of a disagreement or event identified in response to Item
304(a)(1)(iv) of Regulation S-K and the related instructions to that Item.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable
(d) Exhibits.
Exhibit No. Description
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16.1 Letter from Windes & McClaughry Accountancy Corporation to the
Securities and Exchange Commission dated December 16, 2008
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.
Dated: STRASBAUGH
December 16, 2008 By: /s/ Richard Nance
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Chief Financial Officer
(principal financial and accounting officer)