UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): June 28, 2019
COMPUTER TASK GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
New York | 1-9410 | 16-0912632 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
800 Delaware Avenue, Buffalo, NY | 14209 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (716)882-8000
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
Common Stock, $.01 par value | CTG | The NASDAQ Stock Market LLC |
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 Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an 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. ☐
Item 4.01 | Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of Independent Registered Public Accounting Firm.
On June 28, 2019, the Audit Committee of the Board of Directors (the “Audit Committee”) of Computer Task Group, Incorporated (the “Company”) dismissed KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm effective as of such date.
During the Company’s two most recent fiscal years ended December 31, 2018 and 2017 and the subsequent interim period through June 28, 2019, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG would have caused it to make reference in connection with their opinion to the subject matter of disagreement in connection with any report.
During the Company’s two most recent fiscal years ended December 31, 2018 and 2017 and the subsequent interim period through June 28, 2019, none of the events set forth in Item 304(a)(1)(v)(A) through (D) of RegulationS-K (17 CFR 229.304(a)(1)) occurred.
The audit reports of KPMG on the consolidated financial statements of the Company as of and for the years ended December 31, 2018 and 2017 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
The Company provided KPMG with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission (“SEC”) and requested KPMG to furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in response to Item 304(a) of RegulationS-K. A copy of KPMG’s letter dated July 2, 2019 to the SEC is filed as Exhibit 16.1 to this report on Form8-K.
(b) Engagement of New Independent Registered Public Accounting Firm.
On June 28, 2019 the Audit Committee engaged Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
During the two most recent fiscal years and any subsequent interim period preceding such engagement, neither the Company nor anyone on its behalf, consulted with Grant Thornton 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, and no written report or oral advice was provided to the Company that concluded Grant Thornton was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined in paragraph 304(a)(1)(iv) and the related instructions to this item) or a reportable event (as described in paragraph 304(a)(1)(v)) as defined in RegulationS-K.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit | Description | |
16.1 | Letter from KPMG LLP dated July 2, 2019 to the Securities and Exchange Commission. |
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.
COMPUTER TASK GROUP, INCORPORATED | ||||||
Date: June 28, 2019 | By: | /s/ Peter P. Radetich | ||||
Peter P. Radetich | ||||||
Senior Vice President, General Counsel & Secretary |