form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): August 4,
2010
OMEGA FLEX,
INC.
(Exact
name of registrant as specified in charter)
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Pennsylvania
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000-51372
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23-1948942
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(State
or other
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(Commission
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(I.R.S.
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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451
Creamery Way
Exton,
Pennsylvania 19341
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: 610-524-7272
_____________________________________________________________________________________________________________________________________________
(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:
[ ]
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))
INFORMATION
CONCERNING FORWARD-LOOKING STATEMENTS - This report and the exhibit or exhibits
attached hereto, contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation,
statements as to management’s good faith expectations and beliefs, which are
subject to inherent uncertainties which are difficult to predict, and may be
beyond the ability of the Company to control. Forward-looking
statements are made based upon management’s expectations and belief concerning
future developments and their potential effect upon the
Company. There can be no assurance that future developments will be
in accordance with management’s expectations or that the effect of future
developments on the Company will be those anticipated by
management.
The words “believes,” “expects,”
“intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar
expressions identify such forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors that could cause the actual results, performance or achievements of the
Company (or entities in which the Company has interests), or industry results,
to differ materially from future results, performance or achievements expressed
or implied by such forward-looking statements.
Readers are cautioned not to place
undue reliance on these forward-looking statements which reflect management’s
view only as of the date of this Form 8-K. The Company undertakes no obligation
to publicly release the result of any revisions to these forward-looking
statements which may be made to reflect events or circumstance after the date
hereof or to reflect the
occurrence
of unanticipated events, conditions or circumstances. For additional
information about risks and uncertainties that could adversely affect the
Company’s forward-looking statements, please refer to the Company’s filings with
the Securities and Exchange Commission, including its Annual Report on Form 10-K
for the fiscal year ended December 31, 2009.
ITEM 4.01.
CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
On
July 21, 2010, Omega Flex, Inc. (the “Company”) was notified that
effective July 20, 2010, McGladrey & Pullen, LLP (“McGladrey”) had
acquired certain assets of Caturano and Company, Inc. (formerly Caturano
and Company, P.C.), the Company’s independent registered public accounting firm
(“Caturano”), and substantially all of the officers and employees of Caturano
joined McGladrey. As a result, on August 4th,
upon completion of the quarterly review procedures as of June 30, 2010, Caturano
notified the Company that it declined to stand for reappointment as the
independent registered public accounting firm for the Company. On August
4, 2010, the audit committee of the board of directors of the Company appointed
McGladrey as the Company’s independent registered public accounting
firm.
The audit
reports of Caturano on the consolidated financial statements of the Company for
the fiscal years ended December 31, 2009 and 2008 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified
to the uncertainty, audit scope or accounting principles. During the
fiscal years ended December 31, 2009 and 2008 and through August 4, 2010, there
were no disagreements between the Company and Caturano on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
Caturano would have caused it to make reference thereto in its reports on the
Company’s financial statements for such years.
During
the fiscal years ended December 31, 2009 and 2008 and through August 4, 2010,
the Company did not consult with McGladrey on either (1) 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 McGladrey did not provide either a written report or oral advice
to the Company that McGladrey concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (2) 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 to Item 304 of Regulation S-K, or a reportable event, as
that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided Caturano with a copy of the disclosures in this
Form 8-K and has requested that Caturano furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the Company’s statements in this Item 4.01. A copy of the
letter from Caturano dated August 6, 2010 is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
ITEM
9.01. FINANCIAL STATEMENT AND EXHIBITS
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(c)
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The
following document is filed herewith as an exhibit to this Form
8-K:
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Exhibit
16.1 - Changes in Registrant’s Certifying
Accountant
SIGNATURES
In accordance with the requirements of
the Exchange Act, the registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
OMEGA
FLEX, INC.
(Registrant)
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Date: August
9, 2010
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By:
/s/ Kevin R. Hoben
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Kevin
R. Hoben
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President
and Chief Executive Officer
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