Unassociated Document
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
June 1,
2009
(Date of
earliest event reported)
CONSOLIDATED
WATER CO. LTD.
(Exact
Name of Registrant as Specified in Charter)
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Cayman
Islands, B.W.I.
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0-25248
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Not
Applicable
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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The
Regatta Office Park
Windward
Three, 4th
Floor
West Bay
Road, P.O. Box 1114
Grand
Cayman, KY1-1102
Cayman
Islands
(Address
of Principal Executive Offices)
(345)
945-4277
(Registrant’s
telephone number, including area code)
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 (see General Instructions
A.2. below):
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Item 4.01. Change
in Registrant’s Certifying Accountant
On June
1, 2009, Rachlin LLP, the independent registered public accountants for
Consolidated Water Co. Ltd. (the “Company”), merged with Marcum LLP, and on that
date, began practicing in Florida as MarcumRachlin, a division of Marcum
LLP (“MarcumRachlin”). Accordingly, effective June 1, 2009, the Company’s
independent registered public accountants became known as MarcumRachlin, and
Rachlin LLP effectively resigned as the Company’s independent registered public
accountants. In addition, on June 1, 2009, Marcum LLP changed its
name from Marcum & Kliegman LLP to Marcum LLP. Although we
anticipate that Marcum LLP will serve as the Company’s independent
registered public accountants for the upcoming year, the engagement of
MarcumRachlin is subject to review and approval by the Company’s Audit
Committee. We expect the Audit Committee to address the possible
engagement of MarcumRachlin later this month.
During
the fiscal years ended December 31, 2007 and 2008, Rachlin LLP’s report on the
Company’s financial statements did not contain an adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope, or
accounting principles. In addition, during each of the Company’s fiscal years
ended December 31, 2007 and 2008 and the interim period through June 1, 2009,
the Company did not have any disagreements with Rachlin LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to the satisfaction of Rachlin LLP,
would have caused Rachlin LLP to make reference to the subject matter of the
disagreements in connection with its reports on the Company’s financial
statements for the year or period in question. During the fiscal years
ended December 31, 2007 and 2008 and the interim period through June 1, 2009,
there have been no reportable events (as described in Item 304(a)(1)(v) of
Regulation S-K).
The
Company has requested that MarcumRachlin review the disclosure contained in this
report and has asked it to furnish the Company with a letter addressed to the
U.S. Securities and Exchange Commission containing any new information,
clarification of the Company’s expression of its views, or the respects in which
it does not agree with the statements made by the Company in response to Item
304(a) of Regulation S-K. A copy of such letter is filed as an
exhibit to this report.
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Item
9.01. |
Financial
Statements and Other Exhibits. |
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(d)
Exhibits. |
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16.1
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Letter
dated June 5, 2009 from MarcumRachlin to the U.S. Securities and Exchange
Commission.
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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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CONSOLIDATED
WATER CO. LTD. |
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By:
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/s/
David W. Sasnett |
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Name: David
W. Sasnett |
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Title: Executive
Vice President and Chief Financial
Officer
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EXHIBIT
INDEX
Exhibit
No. Description
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16.1
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Letter
dated June 5, 2009 from MarcumRachlin to the U.S. Securities and Exchange
Commission.
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