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) January 1, 2010
Charles
& Colvard, Ltd.
(Exact
name of registrant as specified in its charter)
|
North
Carolina
|
000-23329
|
56-1928817
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
300
Perimeter Park Drive, Suite A
|
|
|
Morrisville,
North Carolina
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27560
|
|
(Address
of principal executive offices)
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(Zip
Code)
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(919)
468-0399
(Registrant’s
telephone number, including area code)
N/A
(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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
4.01. Changes in Registrant’s Certifying Accountant.
On
January 4, 2010, Charles & Colvard, Ltd. (the “Company”) was notified that,
effective January 1, 2010, its independent accounting firm FROST, PLLC (“FROST”)
and certain partners of Moore Stephens Wurth Frazer and Torbet, LLP (“MSWFT”)
formed Frazer Frost, LLP (“Frazer Frost”), a new partnership. Pursuant to the
terms of a combination agreement by and among FROST and MSWFT (the “Combination
Agreement”), each of FROST and MSWFT contributed substantially all of their
assets and certain of their liabilities to Frazer Frost. As of the date of this
report, Frazer Frost is not registered with the Public Company Accounting and
Oversight Board (the “PCAOB”); however, such registration is in process. Once
Frazer Frost is registered with the PCAOB and upon receipt of an engagement
letter from Frazer Frost, the Company’s Audit Committee intends to consider the
appointment of Frazer Frost as the Company’s independent registered public
accounting firm.
On June
22, 2009, the Company approved the engagement of FROST as its independent
registered public accounting firm for the fiscal year ending December 31, 2009.
Therefore, FROST has never issued a report on the Company’s financial
statements.
Since the
date of the Company’s engagement of FROST through the date of this report, there
were (i) no disagreements between the Company and FROST on any matters of
accounting principles or practices, interim financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of FROST, would have caused FROST to make reference to the subject
matter of the disagreements in connection with its report; and (ii) no
“reportable events” within the meaning set forth in Item 304(a)(1)(v) of
Regulation S-K.
During
the Company’s two most recent fiscal years ended December 31, 2009 and 2008
and through January 1, 2010, the Company did not consult with Frazer Frost
regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit opinion that may
be rendered on the Company’s financial statements, and Frazer Frost did not
provide either a written report or oral advice to the Company that Frazer Frost
concluded was an important factor considered by the Company in reaching a
decision as to any accounting, auditing, or financial reporting issue; or
(ii) any matter that was either the subject of any “disagreement” (as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of
Regulation S-K).
The
Company has provided FROST a copy of the disclosures in this report and has
requested that FROST furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not FROST agrees with the Company’s
statements in this Item 4.01. A copy of the letter, dated January 7, 2010,
furnished by FROST in response to that request is filed as Exhibit 16.1 to
this report.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No.
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Description
of Document
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16.1
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Letter
of FROST, PLLC dated January 7,
2010
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SIGNATURE
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.
| Charles & Colvard, Ltd. | |||
|
Date:
January 7, 2010
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By:
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/s/ Timothy L. Krist | |
| Timothy L. Krist | |||
| Chief Financial Officer | |||
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EXHIBIT
INDEX
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Exhibit
No.
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Description
of Document
|
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16.1
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Letter
of FROST, PLLC dated January 7,
2010
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Exhibit
16.1
{FROST,
PLLC Letterhead}
January
7, 2010
Securities
and Exchange Commission
Washington,
DC 20549
Re:
Charles & Colvard, Ltd
Gentlemen:
We
have read Item 4.01 "Changes in Registrant's Certifying Accountant" contained in
the Charles & Colvard, Ltd. Form 8-K filed on the date hereof and are in
agreement with the statements contained therein, as they relate to our
firm.
Very
truly yours,
/s/
FROST, PLLC
FROST,
PLLC
Little
Rock, AR