Attached files
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| EX-16.1 - LETTER ON CHANGE IN CERTIFYING ACCOUNTANT - PGI INC | pgai_ex161.htm |
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): November 30,
2018
PGI INCORPORATED
(Exact
name of registrant as specified in its charter)
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Florida
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1-6471
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59-0867735
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Incorporation)
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212 South Central, St. Louis, MO
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63105
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(Address
of principal executive offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area code)
_______________________________________________________________
(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:
☐
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 4.01 Changes in Registrant’s Certifying
Accountant.
Independent Audit Firm Declines to Stand for Re-engagement
Following Fiscal 2018 Audit
PGI
Incorporated (the “Company”) received confirmation on
November 30, 2018 that BKD LLP (“BKD”), the
Company’s independent registered public accounting firm since
2001, declined to stand for re-engagement as the Company’s
independent registered public accounting firm. Such declination
shall become effective on the date in 2019 that the Company files
its Annual Report on Form 10-K for its fiscal year ended December
31, 2018 (“Fiscal 2018”).
The
Board of Directors of the Company is in the process of conducting a
search to determine the Company’s independent registered
public accounting firm for the period subsequent to the
Company’s Fiscal 2018.
The
report of BKD on the Company’s consolidated financial
statements for the fiscal years ended December 31, 2017 and 2016
contained a modification related to the uncertainty surrounding the
Company’s ability to continue as a going concern. The report
for the fiscal years ended December 31, 2017 and 2016 did not
contain an adverse opinion or disclaimer of opinion and was not
qualified or otherwise modified as to audit scope or accounting
principles.
During
the Company’s two most recent fiscal years, which ended
December 31, 2017 and December 31, 2016, and the subsequent interim
period through December 6, 2018. (i) there were no
“disagreements” (within the meaning as set forth in
Item 304(a)(1)(iv) of Regulation S-K) with BKD on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not
resolved to BKD’s satisfaction, would have caused BKD to make
reference to the subject matter of the disagreements in their
reports on the Company’s consolidated financial statements
for such years; and (ii) there were no “reportable
events” (within the meaning set forth in Item 304(a)(1)(v) of
Regulation S-K).
The
Company provided a copy of the foregoing disclosures to BKD and
requested that BKD furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not BKD
agreed with the above statements and, if not, stating the respects
in which it did not agree. A copy of BKD’s letter, dated
December 6, 2018 is filed as Exhibit 16.1 to this Form
8-K.
Item 9.01 Financial Statements and Exhibits.
(d)
The
following documents are filed with this Report:
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Exhibit
No.
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Description of
Exhibit
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Letter
from BKD, LLP dated December 6, 2018
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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PGI
INCORPORATED
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Date:
December 6, 2018
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By:
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/s/
Andrew S. Love
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Andrew
S. Love
Chairman
of the Board and Secretary
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