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): May 26, 2004
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PARK ELECTROCHEMICAL CORP.
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Exact Name of Registrant as Specified in Charter)
New York 1-4415 11-1734643
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification
of Incorporation) No.)
5 Dakota Drive, Lake Success, New York 11042
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (516) 354-4100
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Item 4. Changes in Registrant's Certifying Accountant.
On May 26, 2004, Park Electrochemical Corp. (the
"Company") was notified by Ernst & Young LLP ("E&Y"), the
Company's independent auditor for the fiscal year ended
February 29, 2004 and for ten years prior thereto, that E&Y
would decline reappointment as the Company's independent
auditor for the current fiscal year, although E&Y and the
Company have agreed that E&Y will review the Company's
financial statements for its 2005 fiscal year first quarter
ended May 30, 2004. Prior to receiving such notice from E&Y,
the Company, with the approval of the Audit Committee of the
Board of Directors, had begun the process of interviewing
other major independent accounting firms to be the Company's
independent auditor for the current fiscal year. That
process is ongoing and a new independent auditor has not yet
been selected.
The reports of E&Y on the Company's financial
statements for the last two fiscal years did not contain any
adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principles.
As E&Y's decision did not involve any
disagreements with the Company, the Audit Committee of the
Board of Directors of the Company did not participate in the
termination of the client-auditor relationship with E&Y,
although, as stated above, the Audit Committee had
previously authorized the Company to begin the process of
interviewing other accounting firms to be the Company's
independent auditor for the current fiscal year.
During the last two fiscal years and through May
26, 2004, 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 E&Y's satisfaction, would
have caused E&Y to make reference thereto in E&Y's report on
the financial statements for such years or interim period.
During the last two fiscal years and through May
26, 2004, there have been no "reportable events," as such
term is defined in Item 304(a)(1)(v)of Regulation S-K of the
Securities and Exchange Commission.
The Company has requested that E&Y furnish the
Company with 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 such letter is filed as Exhibit
16.1 to this Form 8-K Current Report.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(c) Exhibits:
16.1 Letter of Ernst & Young LLP to the Securities and
Exchange Commission, dated June 3, 2004.
SIGNATURE
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.
PARK ELECTROCHEMICAL CORP.
Date: June 3, 2004 By:/s/Murray O. Stamer
Name: Murray O. Stamer
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Number
Exhibit Description Page
16.1 Letter of Ernst & Young LLP to the
Securities and Exchange Commission,
dated June 3, 5
2004..............................