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): July 21,
2020
Kewaunee
Scientific Corporation
(Exact name
of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware
|
|
0-5286
|
|
38-0715562
|
|
(State or
other jurisdiction of
incorporation
or organization)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
2700 West
Front Street
Statesville,
NC 28677
(Address of
principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
(704) 873-7202
N/A
(Former name
or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
Title of each
class
|
|
Trading
Symbol(s)
|
|
Name of each exchange on
which registered
|
|
Common Stock,
$2.50 par value per share
|
|
KEQU
|
|
The Nasdaq Global
Market
|
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))
|
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§ 240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section
13(a) of the
Exchange Act. ☐
Item 4.01
Changes in Registrant’s Certifying Accountant
On July 21,
2020, Kewaunee Scientific Corporation (the “Company”), with the
approval of the Audit Committee of the Board of Directors (the
“Audit Committee”), notified Ernst & Young LLP (“Ernst &
Young”) that Ernst & Young was being dismissed as the Company’s
independent registered public accounting firm, effective upon
completion of Ernst & Young’s audit of the Company’s financial
statements for the fiscal year ended April 30, 2020, and
appointed Dixon Hughes Goodman LLP (“Dixon Hughes Goodman”) as the
Company’s new independent registered public accounting firm. The
decision to change the Company’s independent registered public
accounting firm was the result of a request for proposal process in
which the Audit Committee of the Company’s Board of Directors
conducted a comprehensive, competitive process to select the
independent registered public accounting firm, and which action was
ratified by the Board of Directors.
(a)
Dismissal of independent registered public accounting
firm.
Ernst &
Young’s audit reports on the Company’s financial statements for the
years ended April 30, 2020 and 2019 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,
except that such reports contained a paragraph explaining that the
Company changed its method of accounting for leases in 2020 due to
the adoption of ASC 842, Leases
and that
effective August 1, 2018, the Company elected to change its method
of accounting for its domestic inventory from the last-in,
first-out method, to the first-in, first-out method. During the
Company’s two most recent fiscal years ended April 30, 2020
and 2019 and through July 27, 2020, the Company has not had any
disagreement with Ernst & Young on any matter of accounting
principles or practices, financial statement disclosure or auditing
scope or procedures, which disagreement, if not resolved to Ernst
& Young’s satisfaction, would have
caused Ernst
& Young to make reference to the subject matter of the
disagreement in their reports on the Company’s consolidated
financial statements. In addition, during the Company’s two most
recent fiscal years ended April 30, 2020 and 2019 and through
July 27, 2020, there were no “reportable events” as that term is
defined in Item 304(a)(1)(v)
of Regulation S-K.
The Company
provided Ernst & Young with a copy of this Current Report
on Form 8-K prior to its filing with the Securities
and Exchange Commission (“SEC”) and requested that Ernst &
Young furnish it with a letter addressed to the SEC stating whether
or not it agrees with the above statements in Item 4.01(a). A
copy of Ernst & Young’s letter, dated July 27, 2020, is
filed as Exhibit 16.1 to this Current Report
on Form 8-K.
(b)
Appointment of new independent registered public accounting
firm.
On July 21,
2020, pursuant to the approval of the Audit Committee, the Company
engaged Dixon Hughes Goodman as the Company’s new independent
registered public accounting firm for its quarter ending
July 31, 2020 and its fiscal year ending April 30,
2021.
During the
Company’s two most recent fiscal years and through July 27, 2020,
neither the Company nor anyone on its behalf consulted Dixon Hughes
Goodman regarding (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
consolidated financial statements, and no written report or oral
advice was provided by Dixon Hughes Goodman to the Company that
Dixon Hughes Goodman concluded was an important factor considered
by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue, or (ii) any matter that
was either the subject of a disagreement (as described 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).
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
|
|
|
|
|
|
|
|
|
Exhibit
No.
|
|
Exhibit
Description
|
|
|
|
|
16.1
|
|
|
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.
Dated:
July 27, 2020
|
|
|
|
|
|
|
|
|
Kewaunee Scientific
Corporation
|
|
|
|
|
By:
|
|
/s/ Donald T. Gardner
III
|
|
Name: Donald T. Gardner
III
|
|
Title: Vice President,
Finance and Chief Financial Officer
|
