SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Amendment
No 1
to
FORM
8-K/A
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported)
October 1,
2009
OPTEX SYSTEMS HOLDINGS,
INC.
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(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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1420 Presidential Drive, Richardson,
TX
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75081-2439
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(972)-238-1403
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(Registrant’s
Telephone Number, Including Area
Code)
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Not Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
EXPLANATORY
NOTE
This
Amendment No. 1 amends the Current Report on Form 8-K filed on October 6, 2009
to supplement the disclosure included under Item 4.01 thereof.
Item
4.01 Changes
in Registrant’s Certifying Accountant
On
October 8, 2009, Optex Systems Holdings, Inc. ("the Company") received notice
that its current auditors, Rotenberg and Co., LLP, had resigned in connection
with their merger with EFP Group, which was effective as of October 1,
2009. The Company has engaged the new firm resulting from the merger,
EFP Rotenberg, LLP, to continue as the Company's independent registered public
accounting firm. All of the partners and employees of Rotenberg and
Co., LLP and EFP Group have joined the new firm, EFP Rotenberg,
LLP. EFP Rotenberg, LLP is currently registered with the
PCAOB.
Rotenberg
and Co. LLP was engaged by the Company on March 30, 2009 and has
performed reviews for the quarters ended March 29, 2009 and June 28,
2009. Rotenberg and
Co. LLP has not performed any audit services or rendered any audit report from
the time of its engagement through the date of cessation of the client-auditor
relationship on October 1, 2009. There have been no disagreements
with Rotenberg and Co. LLP or reportable events since the date of their
engagement on March 30, 2009 through the cessation of the client-auditor
relationship on October 1, 2009.
On
October 17, 2009, with the approval of the Company’s Board of Directors, EFP
Rotenberg, LLP was engaged as the Company's independent registered public
accountant effective concurrent with the merger. Prior to such
engagement, during the two most recent fiscal years, the Company has not
consulted with EFP Rotenberg, LLP on any matter.
The
Company provided Rotenberg and Co., LLP with a copy of this Current Report on
Form 8-K/A prior to its filing with the Securities and Exchange Commission
(“SEC”) and requested
that Rotenberg and Co., LLP furnish the Company with a letter addressed to the
SEC stating whether it agrees with the above statements and, if it does not
agree, the respects in which it does not agree, a copy of which is filed as
Exhibit 16.1 herewith.
Exhibits:
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16.1
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Letter
from Rotenberg & Co., LLP 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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OPTEX
SYSTEMS HOLDINGS, INC.
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Date: October
19, 2009
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/s/ Stanley A. Hirschman
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Name:
Stanley A. Hirschman
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Title:
President
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