23457/00600/DOCS/1464332.1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): September 24, 2004
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Castelle
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
000-22020 77-0164056
(Commission File Number) (IRS Employer Identification No.)
855 Jarvis Drive
Suite 100
Morgan Hill, California 95037
(Address of Principal Executive Offices) (Zip Code)
(408) 852-8000
(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 Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 4.01 - Changes in Registrant's Certifying Accountant
a. Previous independent registered public accounting firm
i. On September 24, 2004,Castelle dismissed PricewaterhouseCoopers LLP as
its independent registered public accounting firm. The Registrant's
Audit Committee participated in and approved the decision to change
independent registered public accounting firms.
ii. The reports of PricewaterhouseCoopers LLP on the financial statements
for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
iii. During the two most recent fiscal years and through September 24,
2004, there have been no disagreements with PricewaterhouseCoopers LLP
on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, with
disagreements if not resolved to the satisfaction of
PricewaterhouseCoopers LLP would have caused them to make reference
thereto in their reports on the financial statements for such years.
iv. During the two most recent fiscal years and through September 24,
2004, there have been no reportable events (as defined in Regulation
S-K Item 304(a)(1)(v)).
v. The Registrant has requested that PricewaterhouseCoopers LLP furnish
it with a letter addressed to the SEC stating whether or not it agrees
with the above statements. A copy of such letter, dated September 24,
2004 is filed as Exhibit 16.1 to this Form 8-K.
b. New independent registered public accounting firm
i. The Registrant engaged Grant Thornton LLP as its new independent
registered public accounting firm as of September 24, 2004. During the
two most recent fiscal years and through September 24, 2004, the
Registrant has not consulted with Grant Thornton LLP 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 Registrant's financial
statements, and neither a written report was provided to the
Registrant nor oral advice was provided that Grant Thornton LLP
concluded was an important factor considered by the Registrant in
reaching a decision as to the 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) of
Regulation S-K and the related instructions to that
Item, or a reportable event, as that term is defined in Item 304
(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
b. Exhibits
Exhibit 16.1 - Letter from PricewaterhouseCoopers LLP
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SIGNATURE
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.
Date: September 30, 2004
Castelle
By: /s/ Paul W. Cheng
Paul W. Cheng
Vice President, Chief Financial
Officer and Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter from PricewaterhouseCoopers LLP to the
SEC stating its agreement to the statements
presented in this Form 8-K
3