UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 12, 2004
Falcon Products, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9601 43-0730877
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
9387 Dielman Industrial Drive
St. Louis, Missouri 63132
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 991-9200
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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.
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act.
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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On October 12, 2004, Rubin, Brown, Gornstein & Co. LLP ("Rubin,
Brown") resigned as our auditors, effective immediately.
Rubin, Brown was engaged by our Audit Committee on July 9, 2004.
Rubin, Brown did not render any reports on our financial statements during
the period of its engagement. During the period of Rubin, Brown's
engagement, there were no disagreements between Falcon Products, Inc., and
Rubin, Brown on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement
(s), if not resolved to the satisfaction of Rubin, Brown, would have caused
it to make reference to the subject matter of the disagreement (s) in
connection with its report on the financial statements for such periods.
During the period of Rubin, Brown's engagement, except as described
below, there were no "reportable events" within the meaning of Item
304(a)(1)(v) of Regulation S-K. Rubin, Brown advised us and the chairman of
our Audit Committee that (i) a number of specific items of information had
come to its attention that, if further investigated, may have caused Rubin,
Brown to be unwilling to rely on our management's representations or be
associated with our financial statements; and (ii) as discussed in our
Annual Report on Form 10-K and our Quarterly Report on Form 10-Q, certain
deficiencies in internal controls exist related to accounting for inventory.
The information referred to in subsection (i) included Rubin, Brown's belief
that members of management may have delayed in advising Rubin, Brown of the
existence of certain allegations and events concerning the accounting for
certain transactions (although an investigation was commenced into the
substance of the allegations themselves) and in responding to certain
concerns raised with management by Rubin, Brown and Rubin, Brown's
perception that there may have been inconsistencies between certain
representations formally made by management to Rubin, Brown and certain
other statements made by management to Rubin, Brown. The deficiencies
referred to in subsection (ii) include inconsistent application of
accounting policies and related controls among the plants, insufficient
review of inventory accounts by the plants and limited information system
resources in valuing inventory, all of which relate primarily to the
decentralized nature of the accounting for inventory. Due to Rubin, Brown's
resignation, Rubin Brown did not conduct further investigation of the
information referred to in subsection (i).
Our Audit Committee has discussed the subject matter of both
subsections of the foregoing paragraph. With respect to the information
referred to in subsection (i), it has determined to continue an
investigation into all the matters raised, including the items of
information referred to by Rubin, Brown. With respect to the deficiencies
referred to in subsection (ii), in order to improve inventory controls, we
now perform a physical inventory of finished goods and work in process on a
quarterly basis, have improved the cycle counting procedures, have increased
corporate oversight of the controls and procedures over inventory and have
hired experienced inventory personnel. We believe the results of the
corrective actions we have initiated will be effective in addressing the
deficiencies in internal controls over inventory.
Rubin, Brown has furnished us with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of such
letter is filed as Exhibit 16.1 to this report.
Our Audit Committee has commenced a search for a new independent
registered public accounting firm to replace Rubin, Brown. We have
authorized Rubin, Brown to respond fully to any inquiries of any successor
accountant concerning the subject matter referred to above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description
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16.1 Letter from Rubin, Brown, Gornstein & Co. LLP, dated October
18, 2004 relating to content of statements made by Falcon
Products, Inc. in Item 4.01 of its Current Report on Form
8-K with an event date of October 12, 2004.
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.
FALCON PRODUCTS, INC.
Dated: October 18, 2004 By: /s/ Gene Fleetwood
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Name: Gene Fleetwood
Title: Vice President and Chief
Financial Officer