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EX-16.1 - EX-16.1 - CAGLES INCa11-1730_1ex16d1.htm

 

 

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): January 6, 2011

 

Cagle’s, Inc.

(Exact name of registrant as specified in its charter)

 

Georgia

 

001-07138

 

58-0625713

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

1385 Collier Road NW, Atlanta, GA

 

30318

(Address of principal executive offices)

 

(Zip Code)

 

(404) 355-2820

(Registrants telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box 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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 January 3, 2011, Cagle’s, Inc. and Subsidiary (the “Company”) was notified that, Frazer Frost, LLP (“Frazer Frost”), the Company’s independent accountant, and the principal accountant that was engaged to audit the Company’s financial statements, was winding down operations as Frazer Frost and that the firms that had combined to form Frazer Frost, Frost, PLLC (“Frost”) and Moore Stephens Wurth Frazer and Torbert, LLP (“MSWFT”), would resume their separate operations.  Accordingly, Frazer Frost resigned as the Company’s certifying accountant.  Frost was registered with the Public Company Accounting Oversight Board (PCAOB) effective December 21, 2010.  On January 6, 2011, the Audit Committee of the Company’s Board of Directors approved the appointment of Frost as its independent registered public accounting firm.

 

The financial statements for the year ended April 3, 2010 were reported on by Frazer Frost and the financial statements for the year ended March 28, 2009 were previously reported on by Frost, with an unqualified opinion.  Frost will assume responsibility for the Frazer Frost audit of the Company for the year ended April 3, 2010 and all subsequent interim periods.

 

During the Company’s most recent fiscal year ended April 3, 2010, and the subsequent interim period through the date of resignation, the Company did not consult with Frost on (i) 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 Frost did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.  Prior to the merger of Frost and MSWFT into Frazer Frost on January 4, 2010, Frost was engaged as the Company’s independent registered public accounting firm and would have in the normal course of the professional relationship, discussed a variety of matters, including the application of accounting principles, auditing standards, financial reporting issues, and reportable events with management, however their responses were not a condition to their retention.

 

Since the date of the Company’s engagement of Frazer Frost through the date of this report, there were: (i) no disagreements between the Company and Frazer Frost on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Frazer Frost, would have caused Frazer Frost to make reference to the subject matter of the disagreement in connection with their report; and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

 

The Company has provided Frazer Frost a copy of the disclosures in this Form 8-K and has requested that Frazer Frost furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Frazer Frost agrees with the Company’s statements in this Item 4.01. A copy of the letter dated January 6, 2011 furnished by Frazer Frost in response to that request is filed as Exhibit 16.1 to this report.

 

Item 9.01.   Financial Statements and Exhibits.

(c)         Exhibits

16.1       Letter of Frazer Frost, LLP dated January 6, 2011

 

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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.

 

 

Cagle’s Inc.

 

 

 

Date: January 6, 2011

By :

/s/ Mark M. Ham IV

 

Name:

Mark M. Ham IV

 

Title:

Executive Vice President and Chief Financial Officer

 

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