Current Report Filing (8-k)
March 08 2018 - 3:17PM
Edgar (US Regulatory)
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):
March 5, 2018
Appliance Recycling Centers of America,
Inc.
(Exact name of registrant as specified in
its charter)
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Minnesota
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000-19621
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41-1454591
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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175 Jackson Avenue North, Suite 102, Minneapolis, MN
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55343-4565
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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:
(952) 930-9000
Not Applicable
(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:
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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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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
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If any 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.
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Item 4.01. Change in Registrant’s Certifying Accountant.
On March 5, 2018, the Audit Committee of
the Board of Directors (the “Audit Committee”) of Appliance Recycling Centers of America, Inc. (the “Company”)
determined to dismiss Anton & Chia, LLP (“Anton”) as the Company’s independent registered public accounting
firm effective immediately.
The audit reports of Anton on the
Company’s financial statements for the fiscal year ended December 31, 2016, the only year for which Anton audited the Company’s
financial statements, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the Company’s most recent
fiscal year ended December 31, 2016, the only year for which Anton audited the Company’s financial statements, and for the
subsequent interim period through March 5, 2018, the Company had no “disagreements” (as described in Item 304(a)(1)(iv)
of Regulation S-K) with Anton 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 Anton, would have caused it to make reference in
connection with its opinion to the subject matter of the disagreements.
During the Company’s fiscal year
ended December 31, 2016, the only year for which Anton audited the Company’s financial statements, and for the subsequent
interim period through March 5, 2018, there was no “reportable event” within the meaning of Item 304(a)(1)(v) of
Regulation S-K.
The Company provided Anton with a copy
of the disclosures it is making in this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission
(the “SEC”) and requested that Anton furnish a letter addressed to the SEC stating whether or not it agrees with the
statements made by the Company in response to Item 304(a) of Regulation S-K. A copy of that letter, dated March 5, 2018, is filed
as Exhibit 16.1 to this report.
Contemporaneous with the dismissal of Anton, the Audit Committee
approved the appointment of Weinberg & Company, P.A. as the Company’s new independent registered public accounting firm,
effective immediately.
During the Company’s two most recent fiscal years ended
January 2, 2016 and December 31, 2016 and for the subsequent interim period through the date of filing this Current Report on Form
8-K, neither the Company, nor anyone on behalf of the Company consulted with Weinberg & Company, P.A. 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 financial statements, or (ii) any matter that was either the subject of a disagreement
as described in Item 304(a)(1)(iv) of Regulation S-K or a reportable event within the meaning of Item 304(a)(1)(v) of
Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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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Appliance Recycling Centers of America, Inc.
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Date: March 8, 2018
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/s/ Tony Isaac
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Tony Isaac
Chief Executive Officer
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