UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 8, 2016
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ZAIS GROUP
HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
001-35848 |
46-1314400 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
Two Bridge Avenue, Suite 322
Red Bank, NJ |
07701-1106 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including
area code: (732) 978-7518
N/A
(Former name or former address, if changed since last report.)
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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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
(a)
On June 8, 2016, the Audit Committee (the
"Audit Committee") of the Board of Directors of ZAIS Group Holdings, Inc. (the “Company”), dismissed KPMG
LLP (“KPMG”) as the Company's independent registered public accounting firm, effective as of June 8, 2016.
The audit reports of KPMG on the consolidated
financial statements of the Company as of December 31, 2014 and 2015, contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's fiscal years ended
December 31, 2014 and 2015, and the subsequent interim period through June 8, 2016, there were (i) no disagreements between the
Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to KPMG's satisfaction, would have caused KPMG to make reference to the subject matter of
the disagreement in its report on the Company's consolidated financial statements for the relevant year, and (ii) no "reportable
events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided KPMG with a copy
of this Form 8-K prior to its filing with the U.S. Securities and Exchange Commission ("SEC") and requested KPMG to furnish
to the Company a letter addressed to the SEC stating whether it agrees with the statements made above. A copy of KPMG's letter
dated June 14, 2016 is attached as Exhibit 16.1 to this Form 8-K.
(b)
On June 8, 2016, the Company selected PricewaterhouseCoopers
LLP (“PwC”) to serve as the Company's independent registered public accounting firm for the fiscal year ending December
31, 2016. The appointment of PwC was approved by the Audit Committee. During the Company's fiscal years ended December 31, 2014
and 2015, and the subsequent interim period through June 8, 2016, neither
the Company nor anyone on its behalf consulted with PwC regarding either (i) 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 (ii) any matter that was either the subject of a “disagreement,” as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K or a “reportable event,”
as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 16.1 |
|
Letter from KPMG, LLP, dated June 14, 2016 |
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.
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ZAIS GROUP HOLDINGS, INC. |
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By: |
/s/ Donna Blank |
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Donna Blank
Chief Financial Officer |
Date:
June 14, 2016
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 16.1 |
|
Letter from KPMG, LLP, dated June 14, 2016 |
