0001213900-14-004719.txt : 20140707 0001213900-14-004719.hdr.sgml : 20140707 20140707163050 ACCESSION NUMBER: 0001213900-14-004719 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140630 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140707 DATE AS OF CHANGE: 20140707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hennessy Capital Acquisition Corp. CENTRAL INDEX KEY: 0001589526 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36267 FILM NUMBER: 14963302 BUSINESS ADDRESS: STREET 1: 10 SOUTH WACKER DRIVE SUITE 3175 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-876-1956 MAIL ADDRESS: STREET 1: 10 SOUTH WACKER DRIVE SUITE 3175 CITY: CHICAGO STATE: IL ZIP: 60606 8-K 1 f8k063014_hennessycapital.htm CURRENT REPORT f8k063014_hennessycapital.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2014 (June 30, 2014)
 
 
HENNESSY CAPITAL ACQUISITION CORP.
 (Exact name of registrant as specified in its charter)
 
 
Delaware
  
001-36267
  
46-3891989
(State or other jurisdiction
of incorporation or organization)
  
(Commission File Number)
  
(I.R.S. Employer 
Identification Number)

700 Louisiana Street, Suite 900
Houston, Texas
  
77002
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (713) 300-8242

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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      Change in Registrant’s Certifying Accountant
 
On June 30, 2014, KPMG LLP (“KPMG”) acquired certain assets of Rothstein Kass & Company, P.C. and certain of its affiliates (“Rothstein Kass”), the independent registered public accounting firm for Hennessy Capital Acquisition Corp. (the “Company”). As a result of this transaction, on June 30, 2014, Rothstein Kass resigned as the independent registered public accounting firm for the Company.

During the fiscal year ended December 31, 2013, Rothstein Kass’s audit report on the Company's financial statements did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal year ended December 31, 2013 and the subsequent period through the date of this Current Report on Form 8-K, (i) there were no disagreements between the Company and Rothstein Kass on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to Rothstein Kass’s satisfaction, would have caused Rothstein Kass to make reference in connection with Rothstein Kass’s opinion to the subject matter of the disagreement; and (ii) there were no “reportable events” as the term is described in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Rothstein Kass with a copy of the disclosures that the Company is making in response to Item 4.01 on this Current Report on Form 8-K, and requested that Rothstein Kass furnish it with a letter addressed to the Securities and Exchange Commission (“SEC”) stating whether it agrees with the above statements. The letter from Rothstein Kass, dated July 7, 2014, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

The Company is actively seeking a new independent registered public accounting firm. As required by SEC rules, the Company will disclose its engagement of a new independent registered public accounting firm once the engagement has been finalized.

Item 9.01.     Financial Statements and Exhibits.
 
(d) Exhibits

16.1
Letter from Rothstein Kass, dated July 7, 2014
 
 
2
 
 
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.
 
Dated: July 7, 2014
 
 
HENNESSY CAPITAL ACQUISITION CORP.
     
 
By:
/s/ Daniel J. Hennessy
   
Name: Daniel J. Hennessy
   
Title:  Chief Executive Officer
 
 
 
3
EX-16.1 2 f8k063014ex16i_hennessycap.htm LETTER FROM ROTHSTEIN KASS, DATED JULY 7, 2014 f8k063014ex16i_hennessycap.htm
Exhibit 16.1
 
July 7, 2014
 
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549-7561

Ladies and Gentlemen:

We have read Hennessy Capital Acquisition Corp.’s statements included under Item 4.01 of its Form 8-K dated July 7, 2014, and are in agreement with the statements contained therein concerning our firm in response to Item 304(a) of Regulation S-K.

Very truly yours,

/s/Rothstein Kass

Rothstein Kass