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: January 27, 2011
(Date of earliest event reported: January 22,
2011)
RBC
BEARINGS INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Delaware
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333-124824
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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))
a) On
January 22, 2011, RBC Bearings Incorporated (the “Company”), with the approval
of the Audit Committee of the Board of Directors, dismissed
PricewaterhouseCoopers LLP as the Company’s independent registered public
accounting firm.
During
the period from June 10, 2010 (the date of appointment of PricewaterhouseCoopers
LLP) through January 22, 2011, PricewaterhouseCoopers LLP had not performed any
audits of the Company's financial statements.
In
connection with the period from June 10, 2010 through January 22,
2011 there were no disagreements with PricewaterhouseCoopers LLP on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure which disagreements, if not resolved to the
satisfaction of PricewaterhouseCoopers LLP would have caused
PricewaterhouseCoopers LLP to make reference thereto in their report on the
Company's financial statements for the fiscal year ending April 2,
2011.
For the
period from June 10, 2010 through January 22, 2011, there were no "reportable
events" as defined in Regulation S-K 304(a)(1)(v).
The
Company provided PricewaterhouseCoopers LLP with a copy of the above disclosures
and requested that PricewaterhouseCoopers LLP furnish the Company a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. A copy of that letter, dated January 27, 2011
is filed as Exhibit 16.1 to this Form 8-K.
b) On
January 27, 2011, the Company, with the approval of the Audit Committee of the
Board of Directors, appointed Ernst & Young LLP as its independent
registered public accounting firm for the fiscal year ending April 2,
2011. Ernst & Young LLP previously reported on the Company’s
financial statements for the fiscal years ended April 3, 2010 and March 28,
2009. From June 9, 2010 through January 27, 2011, neither the Company
nor anyone on the Company's behalf consulted Ernst & Young 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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|
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16.1
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Letter
to the Securities and Exchange Commission, dated January 27, 2011from
PricewaterhouseCoopers
LLP
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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:
January 27, 2011
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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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January
27, 2011
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
DC 20549
Commissioners:
We have
read the statements made by RBC Bearings Incorporated (copy attached), which we
understand will be filed with the Securities and Exchange Commission, pursuant
to Item 4.01 of Form 8-K, as part of the Form 8-K of RBC Bearings
Incorporated dated
January 22, 2011. We agree with the statements concerning our
Firm.
Very
truly yours,
/s/
PricewaterhouseCoopers LLP
PricewaterhouseCoopers
LLP