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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): December 4, 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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this
chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
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.
(a) Dismissal
of Previous Independent Registered Public Accounting
Firm.
The
Audit Committee of the board of directors of the Registrant
recently conducted a competitive selection process to determine the
Registrant’s independent registered public accounting firm
for the fiscal year ending August 31, 2018. As a result of
this process, on December 4, 2017, the Registrant dismissed
Crowe Horwath LLP (“Crowe”) as the Registrant’s
independent registered public accounting firm. The dismissal of
Crowe was approved by the Audit Committee of the board of directors
of the Registrant. Crowe has been the Registrant’s
independent registered public accounting firm since
January 16, 2017.
The
audit report of Crowe on the Registrant’s financial
statements for the fiscal year ended August 31, 2017 did not
contain an adverse opinion or disclaimer of opinion, and such
report was not qualified or modified as to uncertainty, audit
scope, or accounting principles.
During
the fiscal year ended August 31 2017, and the subsequent
interim period through December 4, 2017 (the date of the
change in auditors), the Registrant has not had any disagreements
with Crowe on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to Crowe’s satisfaction,
would have caused it to make reference thereto in its reports on
the Registrant’s financial statements for the relevant
period. During the fiscal year ended August 31, 2017 and
through December 4, 2017, there were no reportable events, as
defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Registrant provided Crowe with a copy of this disclosure as set
forth under this Item 4.01 and requested Crowe 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 Crowe is attached hereto as
Exhibit 16.1.
(b) Appointment
of New Independent Registered Public Accounting
Firm.
On
December 4, 2017, the Audit Committee of the board of
directors of the Registrant engaged EKS&H LLLP
(“EKS&H”) to serve as the independent registered
public accounting firm for the Registrant beginning with the fiscal
year ending August 31, 2018.
During
the fiscal years ended August 31, 2016 and 2017, and the
subsequent interim period through December 4, 2017, the
Registrant did not consult with EKS&H 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 EKS&H, in either
case where written or oral advice provided by EKS&H 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 Item 304(a)(1)(iv) or
Item 304(a)(1)(v) of Regulation S-K,
respectively).
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
from Crowe Horwath LLP
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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.
Date:
December 6, 2017
PURE
CYCLE CORPORATION
Mark W.
Harding
President and
Chief Financial Officer