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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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) July 24, 2007
KSW, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-27290 11-3191686
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(Commission File Number) (IRS Employer Identification No.)
37-16 23rd Street
Long Island City, New York 11101
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(Address of Principal Executive Offices) (Zip Code)
(718) 361-6500
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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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))
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ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On July 24, 2007, KSW, Inc. (the "Company") received notice that
Marden, Harrison & Kreuter, CPAs, P.C. ("MHK") the Company's independent
registered public accountants, had combined with J.H. Cohn LLP, ("J.H. Cohn")
with J.H. Cohn as the surviving entity. On July 26, 2007, the Company's Audit
Committee approved the engagement of J.H. Cohn as MHK's successor to continue as
the Company's independent registered public accountants for the fiscal year
ending December 31, 2007.
The report of MHK on the financial statements of the Company as of and
for the fiscal years ended December 31, 2006 and 2005, 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.
During the Company's fiscal years ended December 31, 2006 and 2005 and
subsequent interim period preceding the engagement of J.H. Cohn, there were no
disagreements between the Company and MHK 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 MHK, would have
caused MHK to make reference to the subject matter of the disagreements in
connection with its audit reports on the Company's financial statements. During
the Company's past two fiscal years and the interim period through the
engagement of J.H. Cohn, MHK did not advise the Company of any of the matters
specified in Item 304(a)(1)(iv)(B) of Regulation S-K.
The Company has provided MHK with a copy of the above disclosures as
required by Item 304(a) of Regulation S-K in conjunction with the filing of this
Form 8-K. The Company has requested that MHK deliver to it a letter addressed to
the Securities and Exchange Commission stating whether MHK agrees with the
disclosures made by the Company in response to Item 304(a) of Regulation S-K,
and if not, stating the respects in which it does not agree. MHK's letter is
filed as Exhibit 16.1 hereto and incorporated herein by reference.
(b) During the Company's fiscal years ended December 31, 2006 and 2005
and subsequent interim period preceding the engagement of J.H. Cohn, the Company
had no consultations with J.H. Cohn regarding (a) 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 Company's consolidated financial
statements as to which the Company received oral advice that was an important
factor in reaching a decision on any accounting, auditing or financial reporting
issue; or (b) any disagreements, as defined in Item 304(a)(1)(iv) of Regulation
S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
16.1 Letter of Concurrence From Marden, Harrison & Kreuter, CPA's, P.C.
Regarding Change in Certifying Accountant
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.
KSW, INC.
By: /s/ Richard W. Lucas
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Name: Richard W. Lucas
Title: Chief Financial Officer
Date: July 30, 2007
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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16.1 Letter of Concurrence From Marden, Harrison & Kreuter, CPA's, P.C.
Regarding Change in Certifying Accountant