- Amended Current report filing (8-K/A)
07 Janvier 2010 - 11:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 2009
WHITE ELECTRONIC DESIGNS CORPORATION
(Exact name of registrant as specified in its charter)
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Indiana
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1-4817
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35-0905052
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3601 E. University Drive, Phoenix, Arizona
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85034
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(602) 437-1520
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Not applicable
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(Former name or former address if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note:
This amendment hereby amends the Current Report on Form 8-K filed on December 30, 2009 (the Initial
Form 8-K) by White Electronic Designs Corporation (the Company) (i) by providing information not available at the
time of filing of the Initial Form 8-K and (ii) by including additional information as a result of a comment letter
dated December 31, 2009 from the Securities and Exchange Commission.
Item 4.01 Changes In Registrants Certifying Accountant.
Previous Independent Registered Public Accounting Firm
On December 23, 2009, the Audit Committee (the Audit Committee) of the Board of Directors of White Electronic
Designs Corporation (the Company) approved a decision that the Company would not be renewing its engagement of Grant
Thornton LLP (Grant Thornton) for the audit of the Companys consolidated financial statements for the fiscal year
ending September 30, 2010 and the Company officially notified Grant Thornton of their dismissal on December 29, 2009.
Grant Thornton audited the Companys consolidated financial statements for the two most recent fiscal years ended
September 30, 2009 and September 27, 2008. During Grant Thorntons engagement by the Company for the Companys two most
recent fiscal years and the subsequent interim period through December 29, 2009:
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Grant Thorntons audit reports on the consolidated financial statements of the Company and its
subsidiaries as of and for the years ended September 30, 2009 and September 27, 2008, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit
scope or accounting principles; and
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The Company did not have any disagreements (as defined in Item 304 (a)(1)(iv) of Regulation S-K and
the related instructions to Item 304 of Regulation S-K) with Grant Thornton on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to Grant Thorntons satisfaction, would have caused Grant Thornton to make
a reference to the subject matter of the disagreements in connection with its reports.
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There were no reportable events as set forth in Item 304(a)(1)(v) of Regulation S-K.
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The Company provided Grant Thornton with a copy of the disclosure contained in this Current Report on Form 8-K/A
prior to the date of filing and requested that Grant Thornton furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements by the Company herein and, if not,
stating the respects in which it does not agree. A copy of such letter is attached as Exhibit 16.1 to this Current
Report on Form 8-K/A.
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New Independent Registered Public Accounting Firm
KPMG LLP (KPMG) has been selected and appointed by the Audit Committee to replace Grant Thornton as the new
independent registered public accounting firm for the Company. The appointment of KPMG was effective as of December
29, 2009. This appointment was subject to KPMG successfully completing its client acceptance procedures. On January 6,
2010, the Company was notified by KPMG that its client acceptance procedures had been successfully completed.
In deciding to select KPMG, the Audit Committee reviewed auditor independence issues and existing commercial
relationships with KPMG and concluded that KPMG has no commercial relationship with the Company that would impair its
independence. The Company did not engage KPMG in any prior consultations during the Companys fiscal years ended
September 30, 2009 and September 27, 2008 or the subsequent period through the date of the filing of this current
report on Form 8-K/A 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 Companys consolidated financial
statements, and neither a written report was provided to the Company nor oral advice was provided that KPMG concluded
was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial
reporting issue; or (ii) any matter that was the subject of either a disagreement (as defined in Item 304 (a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in
Item 304 (a)(1)(v) of Regulation S-K).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
16.1 Letter from Grant Thornton LLP dated January 5, 2010
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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.
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WHITE ELECTRONIC DESIGNS CORPORATION
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Date: January 7, 2010
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By:
/s/ Roger A. Derse
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Roger A. Derse
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Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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16.1
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Letter from Grant Thornton LLP dated January 5, 2010
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