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EX-16.1 - EX-16.1 - BROADWIND, INC.a13-23055_1ex16d1.htm

 

 

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): October 31, 2013

 

BROADWIND ENERGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

0-31313

 

88-0409160

(State or Other Jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

Incorporation)

 

 

 

 

 

3240 South Central Avenue, Cicero, Illinois 60804

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (708) 780-4800

 

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:

 

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.

 

(a)                                 On October 31, 2013, the Audit Committee of the Board of Directors (the “Board”) of Broadwind Energy, Inc. (the “Company”) dismissed Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm.

 

The reports of Grant Thornton on the financial statements of the Company for the fiscal years ended December 31, 2012 and December 31, 2011 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the fiscal years ended December 31, 2012 and December 31, 2011, and the subsequent interim period through October 31, 2013, there were no (a) “disagreements” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements that, if not resolved to Grant Thornton’s satisfaction, would have caused Grant Thornton to make reference to the subject matter of the disagreement in their reports on the financial statements for such years; or (b) “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided Grant Thornton with a copy of the disclosures it is making in this Current Report on Form 8-K and requested from Grant Thornton a letter addressed to the Securities and Exchange Commission indicating whether it agrees with the statements made herein. A copy of Grant Thornton’s letter dated October 31, 2013 is attached as Exhibit 16.1.

 

(b)                                 Contemporaneous with the determination to dismiss Grant Thornton, the Audit Committee of the Company’s Board engaged KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

 

During the fiscal years ended December 31, 2012 and December 31, 2011, and the subsequent interim period through October 31, 2013, neither the Company nor anyone acting on its behalf has consulted with KPMG regarding (i) the application of accounting principles to a specific completed or contemplated transaction, 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 that KPMG concluded 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” or “reportable event” as those terms are defined in Item 304(a)(1) of Regulation S-K.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

(d)                                                                                 Exhibits:

 

EXHIBIT
NUMBER

 

DESCRIPTION

16.1

 

Letter from Grant Thornton LLP to the Securities and Exchange Commission dated October 31, 2013

 

2



 

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.

 

 

 

BROADWIND ENERGY, INC.

 

 

Date: October 31, 2013

By:

/s/ Stephanie K. Kushner

 

 

Stephanie K. Kushner

 

 

Executive Vice President and Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

16.1

 

Letter from Grant Thornton LLP to the Securities and Exchange Commission dated October 31, 2013

 

4