UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 8, 2005
SENECA FOODS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
New York 0-01989 16-0733425
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
3736 South Main Street, Marion, New York 14505-9751
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(Address of Principal Executive Offices, including zip code)
(315) 926-8100
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(Registrant's telephone number, including area code)
Not Applicable
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(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))
Item 4.01. Changes in Registrant's Certifying Accountant.
On December 8, 2005, the Board of Directors of Seneca Foods Corporation (the
"Company"), upon the recommendation of the Audit Committee, unanimously approved
the engagement of BDO Seidman, LLP ("BDO") as its new independent registered
public accounting firm to audit the Company's financial statements and internal
control over financial reporting as of and for the year ending March 31, 2006.
Also on December 8, 2005, the Company's Board of Directors, upon the
recommendation of the Audit Committee, unanimously approved the dismissal of
Ernst & Young LLP ("E&Y"). The Company's Certificate of Incorporation requires
the unanimous approval of the Board of Directors to effect the actions described
in this paragraph.
The audit reports of E&Y on the Company's financial statements for the past two
fiscal years did not contain an adverse opinion or a disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles. During the two most recent fiscal years and through December 8,
2005, there have been no disagreements with E&Y 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 E&Y,
would have caused E&Y to make reference to the subject matter of the
disagreement in connection with its reports on the Company's financial
statements for such periods.
During the two most recent fiscal years and through December 8, 2005, there were
no "reportable events" as that term is described in Item 304(a)(1)(v) of
Regulation S-K, except as described below:
o In accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the
Company completed its assessment of the effectiveness of its internal
control over financial reporting and concluded that the Company's internal
control over financial reporting was not effective as of March 31, 2005 due
to material weakness in its internal control related to (i) the application
of accounting principles over the determination and calculation of asset
impairments in accordance with FAS 144, (ii) the calculation and review of
accrued promotion expense, and (iii) the selection and monitoring of key
assumptions supporting accounting estimates, based on criteria established
in Internal Control -- Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. E&Y concurred with the
Company's assessment of the effectiveness of its internal control over
financial reporting. More details on these three material weaknesses in
internal control over financial reporting and management's plans to
remediate these weaknesses are discussed in Item 9A of the Company's Form
10-K for the year ended March 31, 2005, and in Item 4 of the Company's
Forms 10-Q for the quarters ended July 2, 2005 and October 1, 2005.
The Company's Audit Committee discussed the foregoing matters with E&Y. The
Company has authorized E&Y to respond fully to inquiries of the Company's
successor independent registered public accounting firm concerning the
above-described material weakness matters.
The Company did not consult with BDO during the two most recent fiscal years and
through December 8, 2005 regarding either (i) the application of accounting
principles to a specific transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the financial statements of the
Company or (ii) any matter that was the subject of a disagreement (as such term
is defined in Item 304(a)(1)(iv) of Regulation S-K), or a reportable event (as
such term is described in Item 304(a)(1)(v) of Regulation S-K).
The Company has provided E&Y with a copy of this Form 8-K and requested that E&Y
furnish a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Company herein and, if not,
stating the respects in which it does not agree. Upon receipt of the letter from
E&Y, the Company will file an amendment to this Form 8-K and include a copy of
E&Y's letter as an exhibit.
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.
Date: December 13, 2005
SENECA FOODS CORPORATION
By: /s/Kraig H. Kayser
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Kraig H. Kayser
President and Chief Executive Officer