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): May 12, 2005
Commission File Number 001-31921
COMPASS MINERALS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3972986
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
9900 West 109th Street
Suite 600
Overland Park, KS 66210
(913) 344-9200
(Address of principal executive offices and telephone number)
N/A
(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:
[ ] 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 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 12, 2005, Compass Minerals International, Inc. (the "Company")
dismissed PricewaterhouseCoopers LLP ("PwC") as its independent registered
public accounting firm. The decision to dismiss PwC was approved by the
Company's Audit Committee of the Board of Directors.
The reports of PwC on the Company's financial statements for the years
ended December 31, 2003 and December 31, 2004 did not contain an adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principle.
During the years ended December 31, 2003 and 2004, and through May 12,
2005, there have been no disagreements with PwC 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 PwC,
would have caused them to make reference thereto in their reports on the
financial statements for such years.
During the years ended December 31, 2003 and 2004, and through May 12,
2005, there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v) and referred to herein as "Reportable Events"), except as follows.
In accordance with Section 404 of the Sarbanes-Oxley Act, the Company completed
its assessment of the effectiveness of its internal control over financial
reporting and concluded that the Company's internal control over financial
reporting was not effective as of December 31, 2004 due to material weaknesses
in its internal control over the valuation and completeness of its income taxes
payable, deferred income tax assets and liabilities (including the associated
valuation allowance) and the income tax provision because it did not have
accounting personnel with sufficient knowledge of generally accepted accounting
principles related to income tax accounting and reporting. PwC issued an adverse
opinion on the effectiveness of internal control over financial reporting as of
December 31, 2004. More details on the material weaknesses in internal control
over financial reporting and management's plans to remediate these weaknesses
are discussed in Item 9A of the Company's 2004 Form 10-K.
In connection with the 2003 Form 10-K/A as filed on November 12, 2004,
the Company noted material weaknesses in its internal control over financial
reporting due to weaknesses in its internal control over the valuation and
completeness of its income taxes payable, deferred income tax assets and
liabilities (including the associated valuation allowance) and the income tax
provision because it did not have accounting personnel with sufficient knowledge
of generally accepted accounting principles related to income tax accounting and
reporting. These items are further discussed in Item 9A of the Company's 2003
Form 10-K/A and 2004 Form 10-K, referenced above.
The Company requested that PwC furnish it with a letter addressed to
the Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated May 18, 2005, is filed as Exhibit
16.1 to this Form 8-K.
The Company engaged Ernst & Young LLP ("E&Y") as its new independent
registered public accounting firm on May 12, 2005. The retention of E&Y was
approved by the Audit Committee of the Board of Directors. During the years
ended December 31, 2003 and 2004, and through May 12, 2005, the Company did not
consult with E&Y regarding (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 Reportable Event, except that in connection with the 2003 Form 10-K/A
described above as it related to the three-year period ended December 31, 2001
for which E&Y had previously provided audit opinions, the Company consulted with
E&Y on the income tax matters that resulted in the restatement, as discussed in
the aforementioned 2003 Form 10-K/A.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit No. Document
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16.1 Letter from PricewaterhouseCoopers LLP dated May 18, 2005
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.
COMPASS MINERALS INTERNATIONAL, INC.
Date: May 18, 2005 /s/ Rodney L. Underdown
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Rodney L. Underdown
Chief Financial Officer