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): June 9, 2006
MEXICAN
RESTAURANTS, INC.
(Exact
name of registrant as specified in its charter)
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Texas
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000-28234
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76-0493269
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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1135
Edgebrook, Houston, Texas 77034-1899
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(Address
of Principal Executive Offices) (Zip Code)
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Registrant's
telephone number, including area code:
(713) 943-7574
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant number under any of the
following provisions:
¨ 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))
Item
4.01 Changes in Registrant’s Certifying Accountant.
On
June
1, 2006, the partners of UHY Mann Frankfort Stein & Lipp CPAs, LLP announced
that they were joining UHY LLP, a New York limited liability partnership. UHY
LLP is the independent registered public accounting firm with which UHY Mann
Frankfort Stein & Lipp CPAs, LLP has an affiliation. UHY LLP is a legal
entity that is separate from UHY Mann Frankfort Stein & Lipp CPAs, LLP. On
June 9, 2006, UHY Mann Frankfort Stein & Lipp CPAs, LLP notified Mexican
Restaurants, Inc. (the “Company”) that it has ceased to provide audit services
to the Company, and accordingly, resigned as the independent registered public
accountants of the Company on that date. UHY Mann Frankfort Stein & Lipp
CPAs, LLP began providing audit services for the Company on June 3,
2005.
None
of
the reports of UHY Mann Frankfort Stein & Lipp CPAs, LLP on the Company’s
financial statements for the past year or subsequent interim period contained
an
adverse opinion or disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles.
The
decision to change principal accountants was approved by the Audit Committee
of
the Company’s Board of Directors.
During
the most recent fiscal year of the Company and any subsequent interim period,
there were no disagreements between the Company and UHY Mann Frankfort Stein
& Lipp CPAs, LLP 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 UHY Mann Frankfort Stein
& Lipp CPAs, LLP, would have caused it to make reference to the subject
matter of the disagreements in connection with its report.
The
Company has provided UHY Mann Frankfort Stein & Lipp CPAs, LLP with a copy
of the above disclosures in response to Item 304(a) of Regulation S-K in
conjunction with the filing of this Form 8-K. The Company requested that UHY
Mann Frankfort Stein & Lipp CPAs, LLP deliver to the Company a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the statements made by the Company in response to Item 304(a) of Regulation
S-K, and if not, stating the respects in which it does not agree. A copy of
the
letter of UHY Mann Frankfort Stein & Lipp CPAs, LLP is filed as Exhibit 99.1
to this Form 8-K Current Report.
On
June
9, 2006, the Company engaged UHY LLP as the Company’s independent registered
public accountant for the Company’s fiscal year ending December 31, 2006 and the
interim periods prior to such fiscal year-end. During the Company’s most recent
fiscal year or subsequent interim period, the Company has not consulted with
UHY
LLP regarding the application of accounting principles to a specific
transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s financial statements, nor did the limited
liability partnership of UHY LLP provide advice to the Company, either written
or oral, that was an important factor considered by the Company in reaching
a
decision as to the accounting, auditing or financial reporting issue. Further,
during the Company’s most recent fiscal year or subsequent interim period, the
Company has not consulted with the limited liability partnership of UHY LLP
on
any matter that was the subject of a disagreement or a reportable
event.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Letter,
dated June 9, 2006, from UHY Mann Frankfort Stein & Lipp CPAs,
LLP
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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Date:
June 9, 2006
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MEXICAN
RESTAURANTS, INC.
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By:
/s/ Andrew J. Dennard
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Andrew
J. Dennard
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Exec.
Vice President, Chief Financial Officer,
Treasurer
and Corporate Secretary
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INDEX
TO
EXHIBITS
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Exhibit
No.
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Description
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99.1
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Letter,
dated June 9, 2006, from UHY Mann Frankfort Stein & Lipp CPAs,
LLP
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