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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): JANUARY 7, 2009
CHANDLER (U.S.A.), INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 1-15135 73-1325906
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1010 MANVEL AVENUE, CHANDLER, OKLAHOMA 74834
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (405) 258-0804
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))
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On January 7, 2009, Tullius Taylor Sartain & Sartain LLP, the prior
independent registered public accounting firm of Chandler (U.S.A.), Inc. (the
"Company"), and Hogan & Slovacek, P.C. merged their operations to become
HoganTaylor LLP ("HoganTaylor"). The respective employees, partners and
shareholders of the merged firms have become employees and partners of
HoganTaylor which will continue the practices of each of the merged firms.
Consequently, HoganTaylor has assumed the role of the independent registered
public accounting firm of the Company, subject to the approval or ratification
of the Company's audit committee.
As this is a combination of the two existing accounting firms and their
respective practices, there was no resignation of the predecessor firm. Also,
as this is a newly created firm, there have been no pre-engagement
consultations or contacts with HoganTaylor.
The reports of Tullius Taylor Sartain & Sartain LLP regarding the Company's
financial statements for the fiscal years ended December 31, 2007 and 2006
did not contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2007 and 2006, and during the period from
December 31, 2007 through January 7, 2009, there were no disagreements with
Tullius Taylor Sartain & Sartain LLP on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Tullius Taylor
Sartain & Sartain LLP would have caused it to make reference to such
disagreement in its report.
The Company provided HoganTaylor as the successor to Tullius Taylor Sartain &
Sartain LLP with a copy of this Current Report on Form 8-K prior to its
filing with the Securities and Exchange Commission and requested that
HoganTaylor, as such successor, furnish the Company with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
above statements and, if it does not agree, the respects in which it does
not agree. A copy of the letter, dated January 7, 2009, is filed as
Exhibit 16.1 to this Current Report on Form 8-K.
ITEM 9.01 EXHIBITS
EXHIBIT NUMBER DESCRIPTION
16.1 Letter from HoganTaylor LLP to the Securities and Exchange
Commission dated January 7, 2009.
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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 hereunto duly authorized.
CHANDLER (U.S.A.), INC.
Date: January 12, 2009 By: /s/ W. Brent LaGere
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W. Brent LaGere
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)