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)
November 23, 2010
Environmental Tectonics Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation of organization)
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1-10655
(Commission File Number)
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23-1714256
(IRS Employer Identification Number) |
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125 James Way |
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County Line Industrial Park |
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Southampton, Pennsylvania
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18966 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (215) 355-9100
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2):
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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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Item 4.02. |
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review. |
On November 29, 2010, the Audit Committee of the Board of Directors of Environmental Tectonics
Corporation (the Company) concluded, based on the recommendation of management reached November
23, 2010, that the Companys consolidated financial statements for the fiscal year ended February
26, 2010 contained in the Companys Annual Report on Form 10-K for the fiscal year ended February
26, 2010, and the consolidated interim financial statements for the periods ended August 28, 2009,
November 27, 2009, May 28, 2010 and August 27, 2010 contained in the Companys Quarterly Reports on
Form 10-Q for these periods, each as filed with the Securities and Exchange Commission
(collectively, the Reports), should be restated to correct errors relating to the calculation and
presentation of the Companys earnings per share. Specifically, the Company incorrectly did not
reflect the participating features of its Series D Preferred Stock and Series E Preferred Stock
when calculating and presenting its earnings per share in the financial statements contained in the
Reports.
Accordingly, the consolidated financial statements for the fiscal year ended February 26, 2010
and for the quarterly periods ended August 28, 2009, November 27, 2009, May 28, 2010 and August 27,
2010 in the Reports identified above should no longer be relied upon.
The Audit Committee has discussed this matter with Friedman, LLP, the Companys independent
registered public accounting firm.
The Company intends to file amended reports covering the quarterly periods ended August 28,
2009, November 27, 2009, May 28, 2010 and August 27, 2010, and amended results for fiscal year
ended February 26, 2010, as soon as practicable.
With respect to the restatements to correct errors relating to the calculation and
presentation of the Companys earnings per share, the Company expects that these restatements will
have a material impact on earnings per share, but no effect on the Companys total assets, total
liabilities, and no impact on the Companys operating results, including sales and net income, as
set forth in the consolidated financial statements in these Reports.
Certain statements contained in this Form 8-K include statements that are forward-looking
statements, including statements regarding the anticipated adjustments to the Companys prior
period financial statements. There are risks that the Company faces that could cause actual results
to be materially different from those that may be set forth in forward-looking statements made by
the Company. There also may be additional risks that the Company does not presently know or that it
currently believes are immaterial which could also impair its business and results of operations.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only
as of their dates. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.
Additional information regarding factors that could materially affect results and the accuracy of
the forward-looking statements contained herein
may be found in the Companys Annual Report on Form 10-K for the year ended February 26, 2010 and
in the Companys Quarterly Reports on Form 10-Q for the quarters ended August 28, 2009, November
27, 2009, May 28, 2010 and August 27, 2010, subject, in each case, to the matters described in this
Form 8-K.
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 thereunto duly authorized.
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ENVIRONMENTAL TECTONICS CORPORATION
Registrant
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Date: November 30, 2010 |
By: |
/s/ Duane D. Deaner
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Duane D. Deaner |
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Chief Financial Officer |
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