8-K/A 1 calprop_8k.txt FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8 - K/A Current Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) : July 7, 2004 CALPROP CORPORATION (Exact name of registrant as specified in its charter) California 1-6844 95-4044835 ------------------------------- ------------------------ ---------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 13160 Mindanao Way, Suite 180, Marina Del Rey, California 90292 --------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) (310) 306-4314 -------------- Not Applicable ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) ITEM 4. CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT On July 7, 2004, the Company dismissed Deloitte & Touche LLP, which we refer to in this report as Deloitte, as its independent registered public accounting firm and selected Rothstein, Kass & Company, P.C., which we refer to in this report as Rothstein & Kass, as its independent registered public accounting firm. These decisions were made by the audit committee of the Company. The reports of Deloitte on the Company's financial statements for the fiscal years ended December 31, 2003 and 2002 have not included an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2003 and 2002 and the period from January 1, 2004 to July 7, 2004, (a) there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreements in connection with its report, and (b) there were no "reportable events" as the term is defined in Item 304(a)(1)(v) of Regulation S-K, except as follows: Deloitte informed the Company, with a written communication dated June 23, 2004, that a material weakness in the Company's internal controls existed; after the receipt of the foregoing correspondence, the audit committee of the Company and Deloitte discussed the material weakness in a meeting at the Company's principal office. Specifically, Deloitte advised the Company that the quarterly filings of the June 30, 2003 and September 30, 2003 financial statements on Form 10-Q and the annual filing of the December 31, 2003 financial statements were filed on December 31, 2003, March 8, 2004, and July 6, 2004 respectively, with the Securities and Exchange Commission. The filing dates are significantly past the deadlines prescribed by the Securities and Exchange Commission. The Company's resources were insufficient to meet such deadlines. The Company has authorized Deloitte to respond fully to inquiries by Rothstein & Kass concerning this matter. The Company has furnished Deloitte with a copy of the foregoing disclosures and has requested Deloitte to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of the letter, dated August 6, 2004, from Deloitte to the Securities and Exchange Commission is attached to this Current Report on Form 8-K as Exhibit 16.1. During the Company's two most recent fiscal years and through July 7, 2004, the Company did not consult Rothstein & Kass with respect to 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 any other matters. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibits 16.1 Letter of Deloitte regarding change in certifying accountant. 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 thereunto duly authorized. CALPROP CORPORATION By: /s/ MARK F. SPIRO ------------------------------------------ Mark F. Spiro Vice President/Secretary/Treasurer (Chief Financial and Accounting Officer) August 6, 2004 3