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: June 15, 2010
(Date of earliest event reported: June 9,
2010)
RBC
BEARINGS INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-124824
|
95-4372080
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
One
Tribology Center
Oxford,
CT 06478
(Address
of principal executive offices) (Zip Code)
(203)
267-7001
(Registrant’s
telephone number, including area code)
N/A
(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-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Page
1
a)
On June 9, 2010, the Audit Committee of the Board of Directors of RBC Bearings
Incorporated (the "Registrant") dismissed Ernst & Young LLP as the
Registrant's independent registered public accounting firm.
The audit
reports of Ernst & Young LLP on the consolidated financial statements of the
Registrant as of and for the fiscal years ended April 3, 2010 and March 28, 2009
contained no adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle.
During
the Registrant's fiscal years ended April 3, 2010 and March 28, 2009 and through
June 9, 2010, there have been no disagreements with Ernst & Young LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved to the
satisfaction of Ernst & Young LLP would have caused Ernst & Young LLP to
make reference thereto in its reports on the financial statements of the
Registrant for such years.
None of
the reportable events described in Item 304(a)(1)(v) of Regulation S-K
occurred within the Registrant's fiscal years ended April 3, 2010 and March 28,
2009 or through June 9, 2010.
The
Registrant provided Ernst & Young LLP with a copy of the foregoing
disclosures and requested Ernst & Young LLP to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether Ernst &
Young LLP agrees with the foregoing statements made by the Registrant and, if
not, stating the respects in which it does not agree. A copy of the letter,
dated June 10, 2010, furnished by Ernst & Young LLP is filed as Exhibit 16.1
to this current report on Form 8-K.
b)
On June 10, 2010, the Audit Committee of the Board of Directors of the
Registrant engaged PricewaterhouseCoopers LLP as the Registrant's new
independent registered public accounting firm. During the Registrant's fiscal
years ended April 3, 2010 and March 28, 2009 and through June 10, 2010, neither
the Registrant nor anyone on the Registrant's behalf consulted
PricewaterhouseCoopers LLP regarding any of the matters referred to in Item
304(a)(2)(i) and (ii) of Regulation S-K.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
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Exhibit
No.
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Description
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16.1
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Letter
to the Securities and Exchange Commission, dated June 10, 2010, from Ernst
& Young LLP
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Page
2
SIGNATURES
According
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
Date:
June 15, 2010
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RBC
BEARINGS INCORPORATED
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||
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By:
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/s/
Thomas J. Williams
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Name:
Thomas J. Williams
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Title:
General Counsel & Secretary
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Page
3
Exhibit 16.1
June 10,
2010
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
DC 20549
Ladies
and Gentlemen:
We have
read Item 4.01 of Form 8-K to be filed on June 15, 2010, of RBC Bearings
Incorporated and are in agreement with the statements contained in the second,
third, fourth and fifth paragraphs on page 2 therein. We have no basis to agree
or disagree with other statements of the registrant contained
therein.
/s/
Ernst & Young LLP