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): August 9, 2005
ARTESIAN RESOURCES CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-18516 51-0002090
-------------------------------- ------------------ ----------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
664 Churchmans Road, Newark, Delaware 19702
-------------------------------------------- ---------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 302-453-6900
-------------------
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
1
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
KPMG LLP ("KPMG") was previously the principal accountants for Artesian
Resources Corporation (the "Company"). On August 9, 2005 that firm resigned. The
Audit Committee of the Board of Directors of the Company (the "Audit Committee")
accepted KPMG's resignation on August 9, 2005.
KPMG's audit reports on the Company's consolidated financial statements for each
of the past two fiscal years ended December 31, 2004 and December 31, 2003 did
not contain any adverse opinions or disclaimers of opinion, nor were such
reports qualified or modified as to uncertainty, audit scope or accounting
principles. The audit report of KPMG LLP on management's assessment of internal
control over financial reporting and the effectiveness of internal control over
financial reporting as of December 31, 2004 did not contain an adverse opinion
or disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the two most recent fiscal years ended December 31, 2004 and December 31,
2003, and through August 9, 2005, there were no disagreements with KPMG on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreement, if not resolved to KPMG's
satisfaction would have caused them to make reference to the subject matter of
the disagreement in connection with the audit reports of the financial
statements for such years. During the two most recent fiscal years ended
December 31, 2004 and December 31, 2003, and through August 9, 2005, there were
no reportable events as described under Item 304(a)(1)(v) of Regulation S-K.
We provided KPMG a copy of the foregoing disclosures and requested from them a
letter indicating whether they agree with these disclosures. A copy of their
letter dated August 15, 2005 is attached as Exhibit 16 hereto.
The Audit Committee has approved the engagement of a new independent registered
public accounting firm as the Company's principal accountants, and is waiting
for the new auditors to complete their client acceptance procedures. The Company
will file an additional Current Report on Form 8-K upon completion of the
engagement process of the new auditors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Exhibit Title
-------------- -------------
16 Letter of KPMG LLP regarding change in certifying accountant
2
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.
ARTESIAN RESOURCES CORPORATION
Date: August 15, 2005 By: /s/ DIAN C. TAYLOR
-----------------------
Dian C. Taylor
President, Chief Executive Officer and
Chair of the Board
ARTESIAN RESOURCES CORPORATION
Date: August 15, 2005 By: /s/ DAVID B. SPACHT
-----------------------
David B. Spacht
Vice President, Chief Financial Officer
and Treasurer
3
INDEX TO EXHIBITS
Exhibit
Number Exhibit Title
------- -------------
16 Letter of KPMG LLP regarding change in certifying accountants.