sec document
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 23, 2004
Nutrition Management Services Company
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(Exact name of registrant as specified in its charter)
Delaware 0-19824 23-2095332
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
725 Kimberton Road, Kimberton, Pennsylvania 19442
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Address of principal executive offices
Registrant's telephone number, including area code: 610-935-2050
N/A
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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 COMPANY'S CERTIFYING ACCOUNTANT.
The Company's auditors for the year ended June 30, 2004 were BDO Seidman, LLP
("BDO Seidman"). On December 23, 2004, BDO Seidman advised the Company that they
were resigning as the Company's independent auditors.
Pursuant to Item 304(a) of Regulation S-K, the Company reports the following:
(a) Previous Independent Accountants
(i) On January 10, 2005, the Company retained Moore Stephens as its
independent certified public accountants in place of BDO Seidman,
who resigned as independent auditors of the Company effective
December 23, 2004.
(ii) The reports of BDO Seidman 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.
(iii) The decision to change accountants was approved by the Audit
Committee of the Board of Directors.
(iv) In connection with the audits of the Company's financial statements
for each of the two most recent fiscal years ended June 30, 2004 and
through December 23, 2004, there were no disagreements with BDO
Seidman on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope and procedure
which, if not resolved to the satisfaction of BDO Seidman, would
have caused it to make reference to the matter in their report.
(v) In connection with the completion of its audit of, and the issuance
of an unqualified report on, the Company's consolidated financial
statements for the fiscal year ended June 30, 2004, the Company's
independent auditors, BDO Seidman, communicated to the Company that
the following matter involving the Company's internal controls and
operation were considered to be a "reportable condition", as defined
under standards established by the American Institute of Certified
Public Accountants, or AICPA.
The Company did not have sufficient competent accounting personnel
and as a result processes relating to preparation of the Company's
income tax accrual, including lack of timely management review,
contributed to a material adjustment of the income tax accounts in
the fourth quarter of the current fiscal year.
Reportable conditions are matters coming to the attention of the
independent auditors that, in their judgment, relate to significant
deficiencies in the design or operation of internal controls and
could adversely affect the Company's ability to record, process,
summarize and report financial data consistent with the assertions
of management in the financial statements. In addition, BDO Seidman
has advised the Company that they consider this matter, which is
listed above, to be a "material weakness" that, by itself or in
combination could result in a more than remote likelihood that a
material misstatement in the financial statements will not be
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prevented or detected by our employees in the normal course of
performing their assigned functions.
As required by SEC Rule 13a-15(b), the Company carried out an
evaluation, under the supervision and with the participation of its
management of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of June 30, 2004.
Based on the foregoing, the Company's Chief Executive Officer
("CEO") and Principal Financial Manager ("PFM") have determined that
the Company's disclosure controls and procedures were not effective
at a reasonable assurance level based upon the deficiency identified
by BDO Seidman. However, the CEO and PFM noted that the Company has
remedied this deficiency and did not note any other material
weaknesses or significant deficiencies in the Company's disclosure
controls and procedures during their evaluation. In November 2004,
the Company hired a Director of Finance with relevant education and
work experience who will assume responsibility for the preparation
of all of the income tax analyses.
(vi) The Company has requested BDO Seidman to furnish a letter addressed
to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of that letter, dated January 7,
2005 is filed as Exhibit 16 to this Form 8-K.
(b) New Independent Accountants
(i) The Company engaged Moore Stephens as its new independent
accountants effective January 10, 2005. During the two most recent
fiscal years and through December 23, 2004, the Company has not
consulted with Moore Stephens concerning the Company's financial
statements, including the application of accounting principles to a
specified transaction (proposed or completed) or the type of audit
opinion that might be rendered on the Company's financial statements
or any matter that was either the subject of a "disagreement" or
"reportable event" (as such terms are defined in Item 304 of
Regulation S-K) with the previous independent accountants.
Item 9.01. FINANCIAL STATEMENTS, AND EXHIBITS.
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
16 Letter dated January 7, 2005 from BDO Seidman related to the
change in certifying accountants.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Nutrition Management Services Company
(Registrant)
Dated January 10, 2005 By: /s/ Joseph V. Roberts
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Joseph V. Roberts,
Chief Executive Officer and Director