================================================================================
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): September 15, 2008
ACME UNITED CORPORATION
(Exact name of registrant as specified in its charter)
------------------
Connecticut 001-07698 06-0236700
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) file number) Identification No.)
60 Round Hill Road, Fairfield, Connecticut 06824
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 254-6060
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:
[_] Written communications 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 240.13e-4(c))
(1)
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On September 15, 2008, Acme United Corporation (the "Company"),
based on its Audit Committee's recommendation and approval, dismissed Ernst &
Young LLP ("E&Y") as the Company's independent registered public accountants.
The audit committee took this action after consultation with management to
enable the Company to obtain audit and related services at a lower annual cost.
E&Y's reports on the Company's financial statements for the years
ended December 31, 2007 and 2006 did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During the years ended December 31, 2007 and 2006 and through the date
of dismissal of E&Y, there were no disagreements with E&Y on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to E&Y's satisfaction, would have
caused them to make reference to the subject matter in connection with their
report on the Company's consolidated financial statements for such years; and
there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation
S-K.
The Company has provided E&Y with a copy of this Form 8-K prior to its
filing with the Securities and Exchange Commission ("SEC"). The Company
requested in writing that E&Y furnish the Company with a letter addressed to the
SEC stating whether or not it agrees with the above statements. The letter from
E&Y is included as an exhibit to this Form 8-K.
(b) On September 18, 2008, the Audit Committee of the Company's Board
of Directors approved the engagement of UHY LLP ("UHY") as its independent
registered public accounting firm to audit the Company's financial statements
for the fiscal year ending December 31, 2008.
During the years ended December 31, 2007 and 2006 and through the date
of the Audit Committee's decision, the Company did not consult UHY with respect
to the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matter or
reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Description
- -------------- -----------
16 Letter regarding change in certifying accountant from
Ernst & Young LLP.
(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.
ACME UNITED CORPORATION
By /s/ WALTER C. JOHNSEN
------------------------------
Walter C. Johnsen
Chairman and
Chief Executive Officer
Dated: September 18, 2008
By /s/ PAUL G. DRISCOLL
------------------------------
Paul G. Driscoll
Vice President and
Chief Financial Officer
Dated: September 18, 2008
(3)
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
16 Letter regarding change in certifying
accountant from Ernst & Young LLP
(4)
Exhibit 16
September 18, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Gentlemen:
We have read Item 4.01 of Form 8-K dated September 15, 2008, of Acme United
Corporation and are in agreement with the statements contained in the first
sentence of paragraph 1 and paragraphs 2 through 4 on page 2 therein. We have no
basis to agree or disagree with other statements of the registrant contained
therein.
/s/ Ernst & Young LLP