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): September 5, 2006
(Exact name of registrant as specified in its charter)
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| Delaware
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1-14170
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59-2605822 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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One North University Drive,
Ft. Lauderdale, Florida
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33324 |
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(Address of principal
executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (954) 581-0922
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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.
(a) Previous independent registered public accounting firm:
(i) On September 5, 2006, PricewaterhouseCoopers LLP was dismissed as the independent registered
public accounting firm of National Beverage Corp. (the Company). The decision to change independent
registered public accounting firms was recommended by the Company’s management and approved by the
Audit Committee of the Company’s Board of Directors.
(ii) The reports of PricewaterhouseCoopers LLP on the Company’s financial statements for the years
ended April 29, 2006 and April 30, 2005 did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle.
(iii) During the years ended April 29, 2006 and April 30, 2005 and through September 5, 2006, there
were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or
practices, financial statement disclosure or audit scope or procedure, which disagreements if not
resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference
thereto in their reports on the financial statements for such years.
(iv) During the years ended April 29, 2006 and April 30, 2005 and through September 5, 2006, there
have been no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
(v) The Company has requested that PricewaterhouseCoopers LLP furnish a letter addressed to the SEC
stating whether or not it agrees with the above statements. A copy of such letter, dated September
6, 2006, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(vi) PricewaterhouseCoopers LLP had been the Company’s independent registered public accounting
firm since 1995.
(b) New independent registered public accounting firm:
On September 5, 2006, the Audit Committee of the Company’s Board of Directors engaged McGladrey &
Pullen LLP as the Company’s independent registered public accounting firm. During the years ended
April 29, 2006 and April 30, 2005 and through September 5, 2006, neither the Company nor anyone on
its behalf consulted with McGladrey & Pullen LLP regarding either: (i) the application of
accounting principles to a specified transaction, either completed or proposed; or the type of
audit opinion that might be rendered on the Company’s financial statements, and neither a written
report nor oral advice was provided to the Company by McGladrey & Pullen LLP that was an important
factor considered by the Company in reaching a decision as to any accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K).
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