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
March 15, 2006
Date of Report (Date of earliest event reported)
SIGMATRON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-23248 36-3918470
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
2201 Landmeier Road, Elk Grove Village, Illinois 60007
(Address of principal executive offices) (Zip Code)
(847) 956-8000
(Registrant's telephone number, including area code)
Not Applicable
(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))
Item 4.01 Changes in Registrant's Certifying Accountant.
The Audit Committee of the Board of Directors of Sigmatron
International, Inc. (the "Company") recommended and approved the decision to
change the Company's independent accountants. On March 15, 2006, the Company
dismissed Grant Thornton LLP as its independent registered public accounting
firm. The Audit Committee has identified and is in the process of engaging a
successor independent registered public accounting firm.
The audit reports of Grant Thornton LLP on the Company's consolidated
financial statements for the fiscal years ended April 30, 2005 and 2004 did not
contain an adverse opinion or a disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting principles. In connection
with the audit of the consolidated financial statements of the Company for the
fiscal years ended April 30, 2005 and 2004 and through the date hereof, there
were no disagreements with Grant Thornton LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Grant Thornton LLP's
satisfaction, would have caused Grant Thornton LLP to make a reference to the
subject matter of the disagreements in connection with its reports. During the
fiscal years ended April 30, 2005 and 2004, and during the subsequent interim
period through the date hereof, there have been no "reportable events", as
defined in Item 304(a)(l)(v) of Regulation S-K.
The Company has provided Grant Thornton LLP with a copy of this report
and has requested that Grant Thornton LLP furnish it a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of that letter is filed as Exhibit 16.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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Exhibit 16.1 Letter from Grant Thornton LLP dated March 15, 2006
SIGNATURES
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.
SIGMATRON INTERNATIONAL, INC.
Date: March 15, 2006 By: /s/ Gary R. Fairhead
--------------------------------------------
Name: Gary R. Fairhead
Title: President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 16.1 Letter from Grant Thornton LLP dated March 15, 2006