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MCP > SEC Filings for MCP > Form 8-K on 20-May-2014All Recent SEC Filings

Show all filings for MOLYCORP, INC.

Form 8-K for MOLYCORP, INC.


20-May-2014

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits


Item 4.01. Change in Registrant's Certifying Accountant.

On May 14, 2014, the Audit and Ethics Committee (the "Committee") of the Board of Directors of Molycorp, Inc. (the "Company") approved the appointment of KPMG LLP (Canada) ("KPMG Canada") as the Company's new independent registered public accounting firm beginning with the review of the Company's financial statements for the quarter ending June 30, 2014. The Company's formal engagement of KPMG Canada remains subject to KPMG Canada completing its client acceptance process. On May 14, 2014, the Committee also approved the dismissal of PricewaterhouseCoopers LLP (Canada) ("PwC Canada") as the Company's independent registered public accounting firm effective May 16, 2014.

PwC Canada was appointed auditor on March 19, 2014 and had not issued an auditor's report for any fiscal year of the Company.

From March 19, 2014 (the date of the appointment) to May 16, 2014, there were no "disagreements" (as that term is defined in Item 304(a)(1)(iv) and the related instructions of Regulation S-K) between the Company and PwC Canada. However, during such periods, there were "reportable events" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). The reportable events included a material weakness as described by the Company in Item 4 of the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2014. This material weakness related to not maintaining a sufficient complement of accounting and financial reporting personnel. In addition, as disclosed in Item 4 of the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2014, there was an additional material weakness related to not designing and maintaining effective controls over restricted access, automated controls and change management activities within a recently implemented ERP system, and certain personnel had the ability to prepare and post journal entries without independent review by someone other than the preparer. The Committee has discussed the material weaknesses in the Company's internal control over financial reporting with PwC Canada, and has authorized PwC Canada to respond fully to the inquiries of KPMG Canada concerning such material weaknesses.

The Company engaged KPMG Canada as the Company's new registered public accounting firm on May 16, 2014. During the quarter ended March 31, 2014, and the subsequent interim period through May 16, 2014, neither the Company nor anyone acting on its behalf has consulted with KMPG Canada with respect to: (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 neither a written report nor oral advice was provided to the Company that PwC Canada concluded 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 that term is defined in Item 304(a)(1)(iv) and the related instructions of Regulation S-K) or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided PwC Canada with a copy of the disclosure it is making in this Current Report on Form 8-K (the "Report") prior to the time this Report was filed with the SEC. The Company requested that PwC Canada furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of PwC Canada's letter, dated May 20, 2014, is filed as Exhibit 16.1 to this Report.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

16.1 Letter of PricewaterhouseCoopers LLP (Canada), dated May 20, 2014


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