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): April 19, 2010
ACME
UNITED CORPORATION
(Exact
name of registrant as specified in its charter)
__________________
|
Connecticut
|
001-07698
|
06-0236700
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
file number)
|
(I.R.S.
Employer
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)) |
ITEM
4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
(a) On
April 19, 2010 UHY LLP (UHY), our independent registered public accounting firm,
informed us that effective April 16, 2010, its New England practice was acquired
by Marcum LLP. UHY, which had been appointed as our independent
registered public accounting firm for the fiscal year ending December 31, 2010,
also informed us that, as a result of this transaction, it has resigned
effective April 19, 2010.
UHY
audited our financial statements for the fiscal years ended December 31, 2009
and 2008. The audit reports of UHY on our financial statements for those years
did not contain an adverse opinion, or a disclaimer of opinion, or qualification
or modification as to any uncertainty, audit scope, or accounting
principles.
During
the fiscal years ended December 31, 2009 and 2008 and subsequent to April 19,
2010, there were no disagreements with UHY on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure that, if not resolved to UHY’s satisfaction, would have caused UHY to
make reference to the subject matter of the disagreement in connection with its
audit reports nor were there any “reportable events” (as that term is described
in Item 304(a)(1)(v) of Regulation S-K).
The
Company has provided UHY with a copy of this Form 8-K prior to its filing with
the Securities and Exchange Commission (“SEC”). The Company requested
that UHY furnish the Company with a letter addressed to the SEC
stating whether it agrees with such statements. The letter from UHY
is included as Exhibit 16.1 to this report of Form 8-K.
(b) On
April 19, 2010, the Audit Committee of the Company’s Board of Directors approved
the appointment of Marcum LLP as its independent registered public accounting
firm to audit the Company’s financial statements for the fiscal year ending
December 31, 2010. Prior to such appointment, the Company had not consulted
with Marcum LLP with respect to: 1) the application of accounting principles to
a specified transaction, either completed or proposed; 2) the type of audit
opinion that might be rendered on our financial statements; or 3) any matter
that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)
of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
| Exhibit Number | Description |
|
16.1
|
Letter
dated April 21, 2010 from UHY
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: April
21, 2010
| By | /s/ Paul G. Driscoll | |
|
Paul
G. Driscoll
Vice
President and
Chief
Financial Officer
|
Dated:
April 21, 2010
3
Exhibit
16.1
April 21,
2010
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549-7561
Commissioners:
We have
read the four paragraphs included in Item 4.01(a) of Form 8-K of Acme United
Corporation dated April 19, 2010, expected to be filed with the Securities and
Exchange Commission on April 21, 2010 and are in agreement with the statements
concerning our Firm in those paragraphs.
We have
no basis to agree or disagree with the other statements included in such Form
8-K.
Very
truly yours,
/s/ UHY
LLP
Houston,
Texas