UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
CURRENT
REPORT
FORM
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act
Date of
Report (Date of Earliest Event Reported): January 1, 2010
Cal-Maine
Foods, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-04892
|
64-0500378
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
3320
Woodrow Wilson Avenue
Jackson,
MS 39207
(Address
of principal executive offices (zip code))
601-948-6813
(Registrant’s
telephone number, including area code)
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 (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.
Cal-Maine
Foods, Inc. and Subsidiaries (the “Company”) was notified that, effective
January 1, 2010, Frost, PLLC (“Frost”) and certain partners of Moore Stephens
Wurth Frazer and Torbet, LLP (“MSWFT”) formed Frazer Frost, LLP (“Frazer
Frost”), a new partnership. Pursuant to the terms of a combination agreement by
and among Frost, MSWFT, and Frazer Frost (the “Combination Agreement”), each of
Frost and MSWFT contributed all of their assets and certain of their liabilities
to Frazer Frost, resulting in Frazer Frost assuming Frost’s engagement letter
with the Company and becoming the Company’s new independent accounting
firm. The Audit Committee of the Company's Board of Directors has
approved Frazer Frost's assumption of Frost's engagement letter with
the Company. As of the date of this Current Report, Frazer Frost is not
registered with the Public Company Accounting and Oversight Board (PCAOB),
however such registration is in process.
The audit
reports of Frost on the financial statements of the Company as of and for the
years ended May 30, 2009 and May 31, 2008 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.
During
the Company’s most two recent fiscal years ended May 30, 2009 and May 31, 2008
and through January 1, 2010, the Company did not consult with Frazer 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 Frazer 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.
In
connection with the audits of the Company’s financial statements for the fiscal
year ended May 30, 2009 and May 31, 2008 and through the date of this Current
Report, there were: (i) no disagreements between the Company and 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 Frost, would have caused Frost to make reference
to the subject matter of the disagreement in their reports on the Company’s
financial statements for such years, and (ii) no reportable events within the
meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided Frost a copy of the disclosures in this Form 8-K and has
requested that Frost furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not Frost agrees with the Company’s
statements in this Item 4.01. A copy of the letter dated January 7, 2010,
furnished by Frost in response to that request is filed as Exhibit 16.1 to
this Form 8-K.
Item 9.01. Financial Statements and
Exhibits.
|
16.1
|
Letter
of Frost, PLLC dated January 7,
2010
|
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.
|
|
CAL-MAINE
FOODS, INC.
|
|
|
|
|
|
Date:
January 7, 2010
|
By:
|
/s/ Fred
R. Adams, Jr.
|
|
|
Fred
R. Adams, Jr.
Chairman
of the Board and Chief Executive
Officer
|