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
November 5, 2004
Date of Report (Date of earliest event reported)
C D & L, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-26954 22-3350958
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
80 WESLEY STREET, SOUTH HACKENSACK, NEW JERSEY 07606
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (201) 487-7740
Not Applicable
(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
|_| 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 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On November 5, 2004, upon recommendation and authorization from
the Audit Committee of the Board of Directors of CD&L, Inc. (the "Corporation"
or the "Registrant"), the Company dismissed Deloitte & Touche LLP ("Deloitte")
as the Registrant's independent registered public accounting firm for its fiscal
year ended December 31, 2004 and engaged JH Cohn LLP ("Cohn"). Deloitte had
served as the Company's auditors since 2002.
Deloitte's reports on the financial statements for the two most
recent fiscal years did not contain an adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
In connection with their audits for the two most recent fiscal
years and through the date of this Form 8-K, there have been no disagreements
with Deloitte on any matter of accounting principles or practices, financial
statement disclosures, or auditing scope or procedure which disagreement if not
resolved to their satisfaction would have caused them to make reference to the
subject matter of the disagreement in connection with their report on the
Company's financial statements for such years; and there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Registrant has requested Deloitte to furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not they agree with the statements made by the Registrant in response to this
Item 4 and, if not, stating the respects in which they do not agree. A copy of
such letter is included as Exhibit 16 to this report.
During the years ended December 31, 2003 and 2002 and through
the date of this Form 8-K, the Company did not consult Cohn with respect to the
application of accounting principles as to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, or any other matters or reportable events as
set forth in Items 304(a)(3)(i) and (ii) of Regulation S-K.
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ITEM 9.01 Financial Statements and Exhibits
a. Not applicable.
b. Not applicable
c. Exhibits
The following exhibit is filed with this report:
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Exhibit Number Description
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16 Letter of Deloitte & Touche LLP
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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, thereunto duly authorized.
Dated: November 5, 2004 C D & L, INC.
(Registrant)
By: /s/ Russell Reardon
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Russell Reardon
Chief Financial Officer
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