Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
CURRENT
REPORT
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
Date of
Report (Date of Earliest Event Reported): January 3, 2011
Cal-Maine
Foods, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-04892
|
64-0500378
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
3320
Woodrow Wilson Avenue
Jackson,
MS 39207
(Address
of principal executive offices (zip code))
601-948-6813
(Registrant’s
telephone number, including area code)
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):
|
q
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
q
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
q
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
q
|
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
January 3, 2011, Cal-Maine Foods, Inc. and Subsidiaries (the “Company”) was
notified that, Frazer Frost, LLP (“Frazer Frost”), the Company’s independent
accountant, and the principal accountant that was engaged to audit the Company’s
financial statements, was winding down operations as Frazer Frost and that the
firms that had combined to form Frazer Frost, Frost, PLLC (“Frost”) and Moore
Stephens Wurth Frazer and Torbert, LLP (“MSWFT”), would resume their separate
operations. Accordingly, Frazer Frost resigned as the Company’s certifying
accountant. Frost was registered with the Public Company Accounting
Oversight Board (PCAOB) effective December 21, 2010. On December 22, 2010,
the Audit Committee of the Company's Board of Directors approved the appointment
of Frost as its independent registered public accounting firm subsequent to the
separation of Frost and MSWFT.
The
financial statements for the year ended May 29, 2010 were reported on by Frazer
Frost and the financial statements for the year ended May 30, 2009 were
previously reported on by Frost. Frost will assume responsibility for the
Frazer Frost audit of the Company for the year ended May 29, 2010 and all
subsequent interim periods.
During
the Company’s most recent fiscal year ended May 29, 2010, and the subsequent
interim period through November 27, 2010, the Company did not consult with Frost
on (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that may be rendered
on the Company’s financial statements, and Frost did not provide either a
written report or oral advice to the Company that was an important factor
considered by the Company in reaching a decision as to any accounting, auditing,
or financial reporting issue; or (ii) the subject of any disagreement, as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions, or a reportable event within the meaning set forth in
Item 304(a)(1)(v) of Regulation S-K. Prior to January 4,
2010, Frost was engaged as the Company’s independent register public accounting
firm and would have in the normal course of the professional relationship,
discussed a variety of matters, including the application of accounting
principles, auditing standards, financial reporting issues, and
reportable events with management, however their responses were not a condition
to their retention.
Since the
date of the Company’s engagement of Frazer Frost through the date of this
report, there were: (i) no disagreements between the Company and Frazer
Frost on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of Frazer Frost, would have caused Frazer Frost to
make reference to the subject matter of the disagreement in connection with
their report; and (ii) no reportable events within the meaning set forth in
Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided Frazer Frost a copy of the disclosures in this Form 8-K and
has requested that Frazer Frost furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not Frazer Frost agrees
with the Company’s statements in this Item 4.01. A copy of the letter dated
January 3, 2011 furnished by Frazer Frost in response to that request is filed
as Exhibit 16.1 to this report.
Item 9.01. Financial Statements and
Exhibits.
|
(c)
|
Exhibits
|
|
16.1
|
Letter
of Frazer Frost, LLP dated January 3,
2011
|
SIGNATURES
Pursuant
to the requirements for 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.
|
|
CAL-MAINE
FOODS, INC.
|
|
|
|
|
|
|
|
Date:
January 3, 2011
|
By:
|
/s/ Adolphus
B. Baker
|
|
|
|
Adolphus
B. Baker
President
and Chief Executive Officer
|
|