Item
4.01 Changes in Registrant's Certifying Accountant.
(a), (b)
The Audit Committee of the Board of Directors (the "Audit
Committee")
of SCI Engineered Materials, Inc. (the "Company") conducted a competitive
process to select a firm to serve as the Company's independent registered public
accounting firm for the year ending December 31, 2010. The Audit
Committee invited several firms to participate in this process.
As a
result of this process and following careful deliberation, effective May 10,
2010, the Audit Committee approved the engagement of Crowe Horwath LLP ("Crowe")
as the Company's independent registered public accounting firm for the year
ending December 31, 2010. The Audit Committee also informed Maloney + Novotny
LLC that it was dismissed as the Company’s independent registered public
accounting firm effective May 10, 2010.
Maloney +
Novotny's audit reports on the Company's financial statements as of
and for the years ended December 31, 2009 and 2008, did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During
the years ended December 31, 2009 and 2008, respectively, and in the subsequent
interim period through May 10, 2010, there were (i) no disagreements between the
Company and Maloney + Novotny 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 Maloney + Novotny, would
have caused Maloney + Novotny to make reference to the subject matter of the
disagreement in their reports on the financial statements for such years, and
(ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
The
Company provided Maloney + Novotny with a copy of the disclosures it is making
in this Current Report on Form 8-K (the "Report") prior to the time the Report
was filed with the Securities and Exchange Commission (the "SEC").
The
Company requested that Maloney + Novotny furnish a letter addressed to the SEC
stating whether or not it agrees with the statements made herein. A copy of
Maloney + Novotny’s letter dated May 12, 2010
,
is attached as Exhibit 99(a)
hereto.
In
deciding to engage Crowe, the Audit Committee reviewed auditor independence and
existing commercial relationships with Crowe, and concluded that Crowe has no
commercial relationship with the Company that would impair its independence.
During the years ended December 31, 2009, and 2008, and in the subsequent
interim period through May 10, 2010 neither the Company nor anyone acting on its
behalf has consulted with Crowe on any of the matters or events set forth in
Item 304(a)(2) of Regulation S-K.
