-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SkROXbgYQrORg/GZjJOKkMz8vbbpdIpI4fK3NXGthHROi+sqNdoyGKiiRs36ZGPh Mzh6e6Fky69MsjOfUfq5Zw== 0001116502-06-000816.txt : 20060417 0001116502-06-000816.hdr.sgml : 20060417 20060417170853 ACCESSION NUMBER: 0001116502-06-000816 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060411 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060417 DATE AS OF CHANGE: 20060417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL INDUSTRIES INC CENTRAL INDEX KEY: 0000049930 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [3290] IRS NUMBER: 650854631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07190 FILM NUMBER: 06762966 BUSINESS ADDRESS: STREET 1: 1259 NORTHWEST 21ST ST CITY: POMPANO BEACH STATE: FL ZIP: 33069 BUSINESS PHONE: 9549174114 MAIL ADDRESS: STREET 1: 1259 NORTHWEST 21ST CITY: POMPANO BEACH STATE: FL ZIP: 33069 8-K 1 imperialform8k.htm CURRENT REPORT UNITED STATES


 

 

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):  April 11, 2006

______________

IMPERIAL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

______________

Delaware

1-7190

65-0854631

(State or other jurisdiction
of incorporation)

(Commission
File No.)

(IRS Employer
Identification No.)

1259 Northwest 21st Street
Pompano Beach, Florida 33069

(Address of principal executive offices and zip code)

(954) 917-7665

Registrant’s telephone number, including area code

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:

¨

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) )


 

 




Item 4.01. Changes in Registrants Certifying Accountant.

(a)

Previous independent registered public accounting firm

(i)

On April 11, 2006, Imperial Industries, Inc. (the “Registrant”) dismissed PricewaterhouseCoopers LLP as its independent registered public accounting firm. The Registrant’s Audit Committee and Board of Directors participated in and approved the decision to change its independent registered public accounting firm.

(ii)

The reports of PricewaterhouseCoopers LLP on the financial statements as of and for the fiscal years ended December 31, 2005 and 2004 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

(iii)

During the fiscal years ended December 31, 2005 and 2004 and through April 11, 2006, there have been no disagreements with PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP would have caused them to make reference thereto in their reports on the financial statements for such years.

(iv)

During the fiscal years ended December 31, 2005 and 2004 and through April 11, 2006, there have been no reportable events (as defined in Item 304(a)(1)(v)) of Regulation S-K).

(v)

The Registrant has requested that PricewaterhouseCoopers LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated April 17, 2006, is filed as Exhibit 16.1 to this Form 8-K.

(b)

New independent registered public accounting firm

(i)

The Registrant’s Audit Committee and Board of Directors engaged Grant Thornton LLP as its new independent registered public accounting firm as of April 13, 2006. During the fiscal years ended December 31, 2005 and 2004 and through April 13, 2006, the Registrant has not consulted with Grant Thornton LLP regarding either (i) 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 Registrant’s financial statements, and neither a written report was provided to the Registrant or oral advice was provided that Grant Thornton LLP concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regula tion S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(b)

Exhibits.

Exhibit 16.1

Letter dated April 17, 2005 from PricewaterhouseCoopers LLP to the United States Securities and Exchange Commission.



2



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.

 

IMPERIAL INDUSTRIES, INC.

 

By:

/s/ STEVEN M. HEALY

  

Steven M. Healy
Chief Financial Officer

Dated:   April 17, 2006




3



INDEX TO EXHIBITS

Exhibit No.

 

Description

16.1

     

Letter dated April 17, 2006 from PricewaterhouseCoopers LLP to the
United States Securities and Exchange Commission.






EX-16.1 2 exh161.htm LETTER RE: CHANGE OF CERTIFYING ACCOUNTANT April 17, 2006

EXHIBIT 16.1

April 17, 2006

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We have read the statements made by Imperial Industries, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Imperial Industries, Inc. dated April 11, 2006. We agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

/s/ PricewaterhouseCoopers LLP



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