Unassociated Document
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): August 18, 2006
Cal-Maine
Foods, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-04892
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64-0500378
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|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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):
□
Written
communication 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 240.13d-4(c))
Item
4.01. CHANGES
IN REGISTRANT’S CERTIFYING ACCOUNTANT.
(a)
On
August 18, 2006, Cal-Maine Foods, Inc. (the “Company”) determined that the firm
of Ernst & Young LLP (“E&Y”) would no longer serve as the Company’s
independent accounting firm. E&Y had served in that capacity since 1989. The
Company decided that a change in its independent accounting firm would be
appropriate.
During
the fiscal years ended June 3, 2006 and May 28, 2005 and the subsequent interim
period, there were no disagreements between the Company and E&Y on any
matters of accounting principles or practices, financial statement disclosure
or
auditing scope or procedure, which, if not resolved to the satisfaction of
E&Y, would have been referred to in their reports. E&Y’s reports on the
Company’s financial statements for the fiscal years ended June 3, 2006 and May
28, 2005 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.
The
decision to change independent accountants was approved by the Audit Committee
of the Company’s Board of Directors.
Attached
as an exhibit to this Form 8-K is a letter from E&Y indicating their
response to the statements made by the Company in this Form 8-K.
(b)
On
August 21, 2006, the Company engaged the independent accounting firm of Moore
Stephens Frost, PLC (“Moore”) to serve as its new auditing firm.
During
the fiscal years ended June 3, 2006 and May 28, 2005, and the subsequent
interim
period, the Company did not consult with Moore regarding either: (i) the
application of accounting principles to a specified transaction or the type
of
audit opinion that might be rendered on the Company’s financial statements; or
(ii) any matter that was either the subject of a disagreement (as defined
in
Item 304(a) (1) (iv) of Form 8-K) or a reportable event (as defined in Item
304(a) (1) (v) of Form 8-K).
The
decision to change independent accountants was approved by the Audit Committee
of the Company’s Board of Directors.
Item
7. FINANCIAL
STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
The
following exhibit is filed herewith:
EXHIBIT
NUMBER DOCUMENT
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16 |
Letter,
dated August 22, 2006, from Ernst &Young LLP to the Securities and
Exchange Commission.
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SIGNATURES
Pursuant
to the requirements for 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.
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CAL-MAINE
FOODS, INC. |
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| Date: August
22, 2006 |
By: |
/s/ Fred
R.
Adams, Jr. |
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Fred
R. Adams, Jr. |
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Chairman
of the Board and Chief Executive Officer
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