sec document
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): July 10, 2007
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THE LGL GROUP, INC.
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(Exact Name of Registrant as specified in Charter)
Indiana 1-106 38-1799862
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
140 Greenwich Avenue, 4th Floor, Greenwich, CT 06830
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 622-1150
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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 July 10, 2007, the Registrant dismissed Ernst & Young LLP ("E&Y") as
its independent registered public accountant, effective immediately. The
dismissal was recommended by the Audit Committee of Registrant's Board of
Directors.
The reports of E&Y on the consolidated financial statements of the
Registrant as at and for the fiscal years ended December 31, 2006 and 2005 did
not contain any adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2006 and 2005 and through the
date of termination, there were no disagreements with E&Y on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which if not resolved to the satisfaction of E&Y would have
caused it to make reference thereto in connection with its reports on the
financial statements for such years.
During the fiscal years ended December 31, 2006 and 2005 and through the
date of dismissal, there were no events of the type described in Item
304(a)(1)(v) of Regulation S-K.
On July 10, 2007, the Registrant engaged J.H. Cohn LLP ("JH") as the
Registrant's independent registered public accountant. The engagement of JH was
approved by the Audit Committee of the Registrant's Board of Directors.
During the years ended December 31, 2006 and 2005 and through the date of
dismissal of E&Y, the Registrant did not consult with JH with respect to any of
(i) the application of accounting principles to a specified transaction, either
completed or proposed; (ii) the type of audit opinion that might be rendered on
the Registrant's financial statements; or (iii) any matter that was either the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K)
or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.
The Registrant provided E&Y with a copy of the foregoing disclosure and
requested E&Y to furnish the Registrant with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made therein. A copy of E&Y's letter dated July 12, 2007 is filed as Exhibit 16
to this Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit No. Exhibits
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16 Letter from Ernst & Young LLP dated July 12, 2007.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
July 12, 2007 THE LGL GROUP, INC.
By: /s/ Steve Pegg
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Name: Steve Pegg
Title: Chief Financial Officer
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