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): December 15, 2004
Commission file number 0-8814
PURE CYCLE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-0705083
State of incorporation) (I.R.S. Employer Identification No.)
8451 Delaware Street, Thornton, CO 80260
(Address of principal executive office) (Zip Code)
(303) 292-3456
(Issuer's telephone number)
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))
This Current Report on Form 8-K is filed by Pure Cycle Corporation, a
Delaware corporation (the Registrant), in connection with the matters
described herein.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Audit Committee of the Board of Directors (the "Audit Committee") of
the Registrant annually considers and recommends to the Registrant's Board
of Directors the selection of the Registrant's independent auditors. As
recommended by the Audit Committee, the Board of Directors on December 15,
2004 dismissed the Registrant's independent auditors, KPMG LLP ("KPMG"),
and engaged Anton Collins Mitchell, LLP ("ACM") as its independent
auditors to audit the Registrant's financial statements for the fiscal
year ending August 31, 2005.
KPMG's reports on the financial statements of the Registrant for the two
most recent fiscal years ended August 31, 2004 and 2003, did not contain
an adverse opinion or a disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years ended August 31, 2004 and 2003,
and the subsequent interim period through December 15, 2004, there were
(i) no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures
which, if not resolved to KPMG's satisfaction, would have caused KPMG to
make reference to the subject matter of such disagreement in connection
with its reports on the financial statements of the Registrant, and
(ii) no reportable events as listed in Item 304(a)(1)(v) of Regulation S-
K.
The Registrant provided KPMG with a copy of the foregoing disclosures.
Attached to this report as Exhibit 16.1, and incorporated herein by
reference, is a copy of KPMG's letter to the Securities and Exchange
Commission, dated December 17, 2004.
During the two most recent fiscal years ended August 31, 2004 and 2003,
respectively, and the subsequent interim period through December 15, 2004,
neither the Registrant nor anyone on its behalf has consulted ACM
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 nor oral
advice was provided to the Registrant that ACM concluded was an important
factor considered by the Registrant in reaching a decision as to any
accounting, auditing or financial reporting issue; or (ii) any matter that
was either the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304(a) of Regulation S-K), or a reportable event (as described in
Item 304(a)(1)(v) of Regulation S-K).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
16.1 Letter from KPMG to the Securities and Exchange Commission, dated
December 17, 2004
SIGNATURES
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.
Dated: December 17, 2004
PURE CYCLE CORPORATION
By: /s/ Mark W. Harding,
President and Chief Financial Officer
EXHIBIT 16.1
December 17, 2004
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Pure Cycle Corporation and,
under the date of October 29, 2004, we reported on the financial
statements of Pure Cycle Corporation as of and for the years ended August
31, 2004 and 2003. On December 15, 2004, our appointment as principal
accountants was terminated. We have read Pure Cycle Corporation's
statements included under Item 4.01 of its Form 8-K dated December 17,
2004, and we agree with such statements, except that we are not in a
position to agree or disagree with Pure Cycle Corporation's statements
that the change was recommended by the audit committee of the board of
directors, or that neither Pure Cycle Corporation nor anyone on its behalf
has consulted Anton Collins Mitchell 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 Pure Cycle Corporation's financial statements, and neither a written
report was provided to Pure Cycle Corporation nor oral advice was provided
to Pure Cycle Corporation that Anton Collins Mitchell LLP concluded was an
important factor considered by Pure Cycle Corporation in reaching a
decision as to any accounting, auditing or financial reporting issue; or
(ii) any matter that was either the subject of a disagreement (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304(a) of Regulation S-K), or a reportable event (as described in
Item 304(a)(1)(v) of Regulation S-K).
Very truly yours,
/s/ KPMG LLP
KPMG LLP