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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
Date of
Report (Date of earliest event reported): January 13, 2017
PURE CYCLE CORPORATION
(Exact
name of registrant as specified in its charter)
Colorado
(State
or other jurisdiction of incorporation)
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0-8814
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84-0705083
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(Commission
File Number)
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(IRS
Employer Identification No.)
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34501 East Quincy Avenue, Building 34, Box 10, Watkins, CO
80137
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone, including area
code
(303) 292-3456
N/A
(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))
This
current report on Form 8-K is filed by Pure Cycle Corporation
(the “Registrant”), a Colorado corporation, in
connection with the matters described herein.
Item
4.01
Changes
in Registrant's Certifying Accountant.
Previous independent registered public accounting
firm.
On
January 13, 2017, GHP Horwath, P.C. (“GHP”) notified
the Registrant that it was resigning as the Registrant’s
independent registered public accounting firm. GHP resigned because
the partners and employees of GHP have joined Crowe Horwath LLP
(“Crowe”).
The
reports of GHP on the Registrant’s financial statements for
the fiscal years ended August 31, 2015 and 2016 did not contain an
adverse opinion or disclaimer of opinion, and such reports were not
qualified or modified as to uncertainty, audit scope, or accounting
principles.
During
the fiscal years ended August 31, 2015 and 2016 and through January
13, 2017, the Registrant has not had any disagreements with GHP on
any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to GHP’s satisfaction, would
have caused it to make reference thereto in its reports on the
Registrant’s financial statements for the relevant periods.
During the fiscal years ended August 31, 2015 and 2016 and through
January 13, 2017, there were no reportable events, as defined in
Item 304(a)(1)(v) of Regulation S-K.
The
Registrant provided GHP with a copy of this disclosure as set forth
under this Item 4.01 and requested GHP to furnish a letter
addressed to the Securities and Exchange Commission stating whether
it agrees with the above statements and, if not, stating the
respects in which it does not agree. A copy of the response letter
from GHP is attached hereto as Exhibit 16.1.
New independent registered public accounting
firm.
On
January 16, 2017 the Audit Committee of the Board of Directors (the
“Board”) of the Registrant engaged Crowe to serve as
the independent registered public accounting firm for the
Registrant effective as of that date.
During
the fiscal years ended August 31, 2015 and 2016 and through January
16, 2017, the Registrant did not consult with Crowe regarding (a)
the application of accounting principles to a specified
transaction, (b) the type of audit opinion that might be rendered
on the Registrant's financial statements by Crowe, in either case
where written or oral advice provided by Crowe would be an
important factor considered by the Registrant in reaching a
decision as to any accounting, auditing or financial reporting
issues or (c) any other matter that was the subject of a
disagreement between the Registrant and its former auditor or was a
reportable event (as described in Items 304(a)(1)(iv) or Item
304(a)(1)(v) of Regulation S-K, respectively).
As a
result of its change of independent accounting firms, the Board is
withdrawing Proposal 2 from the shareholder vote at the
Registrant’s annual meeting on January 18, 2017. Proposal 2
was to ratify the appointment of GHP as the Registrant’s
independent registered public accounting firm for the fiscal year
ending August 31, 2017. The Registrant does not intend to submit at
the upcoming annual meeting any other proposal for ratification
with respect to the appointment of an independent accounting
firm.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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16.1
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Letter
of GHP Horwath, P.C.
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
PURE
CYCLE CORPORATION
Mark W.
Harding
President and Chief
Financial Officer
EXHIBIT
INDEX
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Exhibit No.
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Description
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16.1
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Letter
of GHP Horwath, P.C.
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