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): May 21, 2007
ZOLTEK COMPANIES, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 0-20600 43-1311101
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
organization) Number)
3101 MCKELVEY ROAD
ST. LOUIS, MISSOURI 63044
(Address of principal executive offices) (Zip Code)
(314) 291-5110
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address if changed since last report)
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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
(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) Previous independent registered public accounting firm:
(i) On May 21, 2007, Zoltek Companies, Inc. (the
"Registrant") dismissed PricewaterhouseCoopers LLP as its independent
registered public accounting firm. The Registrant's Audit Committee
participated in and approved the decision to change its independent
registered public accounting firm.
(ii) The reports of PricewaterhouseCoopers LLP on the
financial statements of the Registrant for the fiscal years ended
September 30, 2005 and 2006 contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
(iii) During the fiscal years ended September 30, 2005 and
2006 and through May 21, 2007, there have been no disagreements with
PricewaterhouseCoopers LLP 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
PricewaterhouseCoopers LLP would have caused them to make reference
thereto in their reports on the financial statements for such years.
(iv) During the fiscal years ended September 30, 2005 and
2006, and through May 21, 2007, there were no reportable events
within the meaning of Item 304(a)(1)(v), except for the material
weaknesses in internal control over financial reporting described in
the following paragraphs.
In its Annual Report on Form 10-K/A for the year ended
September 30, 2004, the Quarterly Reports on Form 10-Q/A for the
quarters ended December 31, 2004 and March 31, 2005, and the Annual
Report on Form 10-K for the fiscal year ended September 30, 2005 the
Registrant reported it had material weaknesses in the following areas
of the Registrant's internal control over financial reporting: (1)
the completeness and accuracy of accounting for derivatives
associated with convertible debt and the related amortization of
financing fees and debt discount and gain (loss) on value of warrants
and conversion feature; and (2) the completeness and accuracy of
earnings per share and related disclosures.
In its Quarterly Report on Form 10-Q for the quarter ended
June 30, 2005, the Registrant reported it had a material weakness in
internal control over financial reporting related to the accounting
for non-routine and complex transactions primarily related to the
Registrant's accounting for conversion features and warrants
associated with the Registrant's convertible debt instruments.
In its Annual Report on Form 10-K for the fiscal year ended
September 30, 2005 and in its Quarterly Reports on Form 10-Q for the
quarters ended December 31, 2005, March 31, 2006 and June 30, 2006,
the Registrant reported it had material weaknesses in
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the following areas of the Registrant's internal control over
financial reporting in addition to the two other material weaknesses
described in the second preceding paragraph: (1) the control
environment resulting from the lack of a sufficient complement of
personnel to maintain appropriate accounting, financial reporting and
information technology; (2) the period-end financial reporting
process resulting from the lack of controls surrounding the
consolidated financial statements and related disclosures and the
accuracy of foreign currency translations; (3) the preparation,
review and approval of journal entries; (4) the preparation, review
and approval of certain account reconciliations; (5) the
determination of allowance for doubtful accounts; (6) the accounting
for physical inventory quantities and the accuracy and valuation of
inventory; (7) the completeness and accuracy of property, plant and
equipment; and (8) segregation of duties, including access to
financial applications and data.
In its Annual Report on Form 10-K for the fiscal year ended
September 30, 2006, and its Quarterly Reports on Form 10-Q for the
quarters ended December 31, 2006 and March 31, 2007, the Registrant
reported it had material weaknesses in its internal control over
financial reporting related to the accounting for physical inventory
quantities and the accuracy and valuation of inventory.
As of May 21, 2007, management of the Registrant believes
that all of the aforementioned material weaknesses have been
remediated with the exception of the material weaknesses related to
the accounting for physical inventory quantities and the accuracy and
valuation of inventory.
The Audit Committee and management have discussed these
material weaknesses with PricewaterhouseCoopers LLP and have
authorized PricewaterhouseCoopers LLP to respond fully to any
inquiries about the Registrant's material weaknesses over financial
reporting as may be made by the Registrant's successor independent
registered accounting firm, Grant Thornton LLP.
(v) The Registrant has requested that PricewaterhouseCoopers
LLP furnish it with a letter addressed to the SEC stating whether or
not it agrees with the above statements. A copy of such letter, dated
May 25, 2007, is filed as Exhibit 16 to this Form 8-K.
(b) New independent registered public accounting firm:
(i) The Registrant engaged Grant Thornton LLP as its new
independent registered public accounting firm as of May 21, 2007.
During the fiscal years ended September 30, 2005 and 2006 and through
May 21, 2007, the Registrant has not consulted with Grant Thornton
LLP regarding either (i) the application of accounting principles to
a specified transaction, either completed or proposed; or the type of
audit opinion that might be rendered on the Registrant's financial
statements, and neither a written report was provided to the
Registrant or oral advice was provided that Grant Thornton LLP
concluded was an important factor considered by the Registrant in
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reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation
S-K, or a reportable event, as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibits are filed as part of this report:
Exhibit Number Description
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16.1 Letter to Securities and Exchange
Commission from PricewaterhouseCoopers
LLP, dated May 25, 2007.
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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 thereunto duly authorized.
Dated: May 25, 2007
ZOLTEK COMPANIES, INC.
By /s/ Zsolt Rumy
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Zsolt Rumy
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter to Securities and Exchange
Commission from PricewaterhouseCoopers
LLP, dated May 25, 2007.
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