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): May 5, 2004
CUMBERLAND TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Florida 0-10927 59-3094503
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
4311 West Waters Avenue
Suite 501 33614
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Tampa, Florida (Zip Code)
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(Address of principal
executive offices)
Registrant's telephone number including area code: (813) 885-2112
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
As previously reported, on February 26, 2004, Cumberland Casualty & Surety
Company ("CCS"), a wholly-owned subsidiary of Cumberland Technologies, Inc., a
Florida corporation (the "Company"), undertook insolvency proceedings by filing
a voluntary petition for rehabilitation for CCS under Chapter 631, Part 1 of the
Florida Statutes (the "Rehabilitation Statute") with the Florida Department of
Financial Services (the "Department"). Under the Rehabilitation Statute, the
Department became the receiver for CCS, and the authority of the officers and
directors of CCS over CCS has been suspended until any such authority should be
redelegated by the Department. Since that date, CCS has operated under the
supervision of the Department.
On April 23, 2004, the Department, acting as the receiver for CCS, appointed
Carter, Cartier, Melby and Guarins CPAs, P.A. as the new accountant of CCS to
perform the audit of CCS required by insurance regulations. The Department did
not take action to designate or change the principal accountants of CCS for
purposes of financial reports made with the Securities and Exchange Commission.
The foregoing actions were taken by the Department without the participation of
the Board of Directors of the Company.
On May 5, 2004, Deloitte & Touche LLP ("Deloitte") resigned as independent
auditors for the Company after being informed that it had been replaced by the
Department as the independent auditors for CCS.
As of the date of its resignation, Deloitte had not performed an audit of the
Company's financial statements for the year ended December 31, 2003. Deloitte's
reports on the consolidated financial statements of the Company and its
subsidiaries for the two fiscal years ended December 31, 2002 and 2001 did not
contain an adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the two most recent fiscal years and the subsequent interim period
preceding Deloitte's resignation there were no disagreements with Deloitte on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Deloitte, would have caused it to make reference to the subject
matter of the disagreement with its reports on the Company's consolidated
financial statements for such years, nor have there been any reportable events
as listed in Item 304(a)(l)(v) of Regulation S-K except as described below.
As previously reported, the Company expects to incur a charge resulting from
adverse loss developments during 2003 and adjustments to reinsurance receivables
of CCS, all related to claims incurred over the past three years and claims
exceeding CCS's reinsurance treaty limits.
In February 2004, Deloitte advised the Company that information had been brought
to its attention relating to potential questionable activities with respect to
the Company's analysis and recording of reinsurance receivables and Deloitte
requested that the Board of Directors of the Company conduct an investigation to
determine whether or not any illegal action or other misconduct occurred. As of
the date of Deloitte's resignation, this investigation remains ongoing. The
Company has authorized Deloitte to respond fully to the inquiries of the
successor accountant concerning this matter.
The Company has requested Deloitte to furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made by the Company in paragraphs 3, 4, 5 and 7 of this Item 4 and, if not,
stating the respect in which it does not agree. A copy of that letter from
Deloitte to the Securities and Exchange Commission is filed as Exhibit 16.1 to
this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit Number Description
16.1 Letter from Deloitte & Touche LLP dated May 12, 2004
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.
CUMBERLAND TECHNOLOGIES, INC.
Date: May 12, 2004 By: /s/ Joseph M. Williams
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Joseph M. Williams,
President