-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oi1d8o6A64xnrD8HkCBhBtpo+HY5zl3URdlItqRmnJDfoCEnnXxqYc3n9rSR+AH+ o45l2pOtVXwauF2p2LxGwg== 0000950123-10-109658.txt : 20101130 0000950123-10-109658.hdr.sgml : 20101130 20101130130408 ACCESSION NUMBER: 0000950123-10-109658 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101123 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review FILED AS OF DATE: 20101130 DATE AS OF CHANGE: 20101130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRONMENTAL TECTONICS CORP CENTRAL INDEX KEY: 0000033113 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 231714256 STATE OF INCORPORATION: PA FISCAL YEAR END: 0226 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10655 FILM NUMBER: 101221274 BUSINESS ADDRESS: STREET 1: COUNTY LINE INDUSTRIAL PARK CITY: SOUTHAMPTON STATE: PA ZIP: 18966 BUSINESS PHONE: 2153559100 MAIL ADDRESS: STREET 1: COUNTYLINE INDUSTRIAL PARK CITY: SOUTHAMPTON STATE: PA ZIP: 18966 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRONMENTAL TECHNOLOGY CORP DATE OF NAME CHANGE: 19730208 8-K 1 w80667e8vk.htm FORM 8-K e8vk
 
 
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 23, 2010
Environmental Tectonics Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction of incorporation of organization)
     
1-10655
(Commission File Number) 		  23-1714256
(IRS Employer Identification Number)
     
125 James Way    
County Line Industrial Park    
Southampton, Pennsylvania   18966
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (215) 355-9100
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
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   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))
 
 

 

 

Item 4.02.   Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
     On November 29, 2010, the Audit Committee of the Board of Directors of Environmental Tectonics Corporation (the “Company”) concluded, based on the recommendation of management reached November 23, 2010, that the Company’s consolidated financial statements for the fiscal year ended February 26, 2010 contained in the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2010, and the consolidated interim financial statements for the periods ended August 28, 2009, November 27, 2009, May 28, 2010 and August 27, 2010 contained in the Company’s Quarterly Reports on Form 10-Q for these periods, each as filed with the Securities and Exchange Commission (collectively, the “Reports”), should be restated to correct errors relating to the calculation and presentation of the Company’s earnings per share. Specifically, the Company incorrectly did not reflect the participating features of its Series D Preferred Stock and Series E Preferred Stock when calculating and presenting its earnings per share in the financial statements contained in the Reports.
     Accordingly, the consolidated financial statements for the fiscal year ended February 26, 2010 and for the quarterly periods ended August 28, 2009, November 27, 2009, May 28, 2010 and August 27, 2010 in the Reports identified above should no longer be relied upon.
     The Audit Committee has discussed this matter with Friedman, LLP, the Company’s independent registered public accounting firm.
     The Company intends to file amended reports covering the quarterly periods ended August 28, 2009, November 27, 2009, May 28, 2010 and August 27, 2010, and amended results for fiscal year ended February 26, 2010, as soon as practicable.
     With respect to the restatements to correct errors relating to the calculation and presentation of the Company’s earnings per share, the Company expects that these restatements will have a material impact on earnings per share, but no effect on the Company’s total assets, total liabilities, and no impact on the Company’s operating results, including sales and net income, as set forth in the consolidated financial statements in these Reports.
Certain statements contained in this Form 8-K include statements that are “forward-looking statements,” including statements regarding the anticipated adjustments to the Company’s prior period financial statements. There are risks that the Company faces that could cause actual results to be materially different from those that may be set forth in forward-looking statements made by the Company. There also may be additional risks that the Company does not presently know or that it currently believes are immaterial which could also impair its business and results of operations. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additional information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein

 

 

may be found in the Company’s Annual Report on Form 10-K for the year ended February 26, 2010 and in the Company’s Quarterly Reports on Form 10-Q for the quarters ended August 28, 2009, November 27, 2009, May 28, 2010 and August 27, 2010, subject, in each case, to the matters described in this Form 8-K.
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.
         
  ENVIRONMENTAL TECTONICS CORPORATION
Registrant
 		  
Date: November 30, 2010  By:   /s/ Duane D. Deaner    
    Duane D. Deaner   
    Chief Financial Officer   
 

 

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