UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 7, 2005
SERVOTRONICS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-07109 16-0837866
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1110 Maple Street, Elma, New York 14059-0300
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(Address of Principal Executive Offices, including zip code)
716-655-5990
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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
CFR230.425)
[ ] 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.
The following disclosure under Item 4.01 was previously reported in a Current
Report on Form 8-K dated September 7, 2005 and filed with the Securities and
Exchange Commission on September 9, 2005 (the "September 9 Form 8-K"). In
accordance with Item 304(a)(3) of Regulation S-B, the purpose of this amended
Current Report on Form 8-K/A is to file the letter of PricewaterhouseCoopers
LLP, which is referred to in the last paragraph of the following disclosure and
was unavailable at the time of filing the September 9 Form 8-K. The letter,
which is dated September 19, 2005, was received by the Company on September 20,
2005 and is attached hereto as Exhibit 16.1.
On September 7, 2005, the Audit Committee of the Board of Directors of
Servotronics, Inc. (the "Company") dismissed PricewaterhouseCoopers LLP ("PWC")
as the Company's independent registered public accounting firm. The audit
reports of PWC on the Company's consolidated financial statements as of and for
the two fiscal years ended December 31, 2004 did not contain any adverse opinion
or disclaimer of opinion, nor were these opinions modified as to uncertainty,
audit scope or accounting principles. During the Company's two most recent
fiscal years and through September 7, 2005, there were no disagreements between
the Company and PWC on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PWC, would have caused it
to make a reference to the subject matter of the disagreement in connection with
its audit report. None of the reportable events set forth in Item
304(a)(1)(iv)(B) of Regulation S-B occurred within the Company's two most recent
fiscal years or through September 7, 2005. For additional information, please
see the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on September 1, 2005.
On September 7, 2005, the Audit Committee engaged Freed Maxick & Battaglia,
CPAs, P.C. ("Freed Maxick"), effective September 8, 2005, to serve as the
Company's independent registered public accounting firm for the fiscal year
ending December 31, 2005. During the Company's two most recent fiscal years, and
subsequently through the effective date of the engagement of Freed Maxick,
neither the Company nor any person acting on behalf of the Company consulted
with Freed Maxick with respect to the application of accounting principles to a
specific completed or contemplated transaction, or the type of audit opinion
that might be rendered on the Company's consolidated financial statements, or
any other matters or reportable events listed in Item 304 (a)(1)(iv) of
Regulation S-B.
Since August 16, 2005, RSM McGladrey, Inc., a business services company, has
been retained by the Audit Committee of the Company's Board of Directors to
investigate and report to the Audit Committee with respect to certain
unauthorized practices by a senior financial officer of the Company with respect
to the Company's payroll accounts. A substantial number of the partners and
other professional accounting personnel of Freed Maxick are also employees of
RSM McGladrey, Inc.
The Company requested that PWC furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements made by the Company. Upon receipt of the letter from PWC, the Company
will file an amendment to this Form 8-K and include a copy of PWC's letter as an
exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
16.1 Letter from PricewaterhouseCoopers LLP dated September 19,
2005.
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.
Date: September 21, 2005
SERVOTRONICS, INC.
By: /s/ Cari L. Jaroslawsky
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Cari L. Jaroslawsky
Interim Chief Financial Officer