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) April 11, 2006
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MacDermid,
Incorporated
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(Exact
name of registrant as specified in charter)
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Connecticut
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06-0435750
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(State
of incorporation)
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(I.R.S.
Employer Identification No.)
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1401
Blake Street, Denver, Colorado
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80202
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (720)
479-3060
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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:
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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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On
April
6, 2006, the Audit Committee of MacDermid, Incorporated, (the “Company”),
dismissed KPMG LLP (“KPMG”) as the Company’s independent registered public
accounting firm, and approved the engagement of Grant Thornton, LLP as the
Company’s independent accounting firm for the fiscal year ending December 31,
2006.
The
audit reports of KPMG on the
consolidated financial statements of the Company as of and for the years ended
December 31, 2005 and 2004 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. The audit reports of KPMG on management’s assessment
of the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting as of December 31,
2005 and 2004 did not contain an adverse or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or accounting
principles.
In connection with the audits of the years ended December 31, 2005 and 2004
and
through April 6, 2006, there were no disagreements with KPMG 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
KPMG, would have caused them to make reference in connection with their
opinion for such years to the subject matter of the disagreement. In
connection with the audits of the years ended December 31, 2005 and 2004
and through April 6, 2006, there have been no reportable events (as defined
in
Item 304 (a) (1) (v) of Regulation S-K).
The
Company has requested that KPMG
furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether KPMG agrees with the above statements. A copy of
such
letter, dated April 11, 2006, is filed as Exhibit (a) to this Form
8-K.
The Company approved the engagement of Grant Thornton LLP as its new
independent accountants as of April 6, 2006. As a result of the Audit
Committee’s desire to identify a more economic solution for the Company, the
Audit Committee determined it was appropriate to make a change in the Company’s
independent accountants. Following a review of the available alternatives,
the
Audit Committee have approved the engagement of Grant Thornton LLP as the
Company’s independent accountants.
During
the Company’s fiscal years ended December 31, 2005 and 2004 and through April 6,
2006, the Company did not consult with Grant Thornton LLP regarding either
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 was provided to
the Company nor oral advice provided that Grant Thornton LLP concluded was
an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue. During the Company’s fiscal
years ended December 31, 2005 and 2004 and through April 6, 2006, the Company
did not consult with Grant Thornton LLP regarding any item that was either
the
subject of a disagreement or a reportable event as defined in Item 304 of
Regulation S-K.
Exhibit
No. Description
(a)
Exhibits
16.1
Letter
of
KPMG, LLP, dated April 11, 2006
pursuant
to Section 304 (a) (3) of Regulation S-K of the rules
and
regulations of the Securities and Exchange Commission
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 thereunto
duly authorized.
MacDermid,
Incorporated
(Registrant)
Date:
April
11,
2006
/s/
Gregory M. Bolingbroke
Senior
Vice President,
Finance