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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 25, 2005
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MEXICAN RESTAURANTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 000-28234 76-0493269
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1135 EDGEBROOK
HOUSTON, TEXAS 77034-1899
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 943-7574
___________________________________________________________
(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 number 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))
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ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 25, 2005, Mexican Restaurants, Inc. (the "Company") dismissed KPMG
LLP ("KPMG") as its principal independent accountant and engaged UHY Mann
Frankfort Stein & Lipp CPAs, LLP ("UHY MFSL") as the Company's new principal
independent accountant. The decision to change principal independent accountants
was approved by the Audit Committee of the Board of Directors of the Company.
None of KPMG's audit reports on the consolidated financial statements of
the Company as of and for the years ended January 2, 2005 and December 28, 2003
contained an adverse opinion or disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of the two fiscal years ended January 2,
2005, and the subsequent interim period through May 25, 2005, the Company had no
disagreements with KPMG 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 KPMG, would have caused
KPMG to make reference to the subject matter of the disagreements in connection
with KPMG's opinions.
None of the reportable events listed in paragraphs (a)(1)(v)(A)-(D) of
Item 304 of Regulation S-K occurred during the two most recent fiscal years and
any subsequent interim period preceding the dismissal of KPMG.
The Company has provided KPMG with a copy of the foregoing statements and
requested that KPMG furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether or not KPMG agrees with such
statements. A copy of the letter furnished in response to that request is
attached hereto as Exhibit 16.1.
UHY MFSL was not consulted on any matter described in Item
304(a)(2)(i)-(ii) of Regulation S-K during the Company's two most recent fiscal
years and any subsequent interim period preceding the engagement of UHY MFSL.
The statements in this Current Report that are not historical fact are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the
following: growth strategy; dependence on executive officers; geographic
concentration; increasing susceptibility to adverse conditions in the region;
changes in consumer tastes and eating habits; the risk of food borne illness;
national, regional or local economic and real estate conditions; demographic
trends; inclement weather; traffic patterns; the type, number and location of
competing restaurants; inflation; increased food, labor and benefit costs; the
availability of experienced management and hourly employees; seasonality and the
timing of new restaurant openings; changes in governmental regulations; dram
shop exposure; and other factors not yet experienced by the Company. The use of
words such as "believes", "anticipates", "expects", "intends" and similar
expressions are intended to identify forward-looking statements, but are not the
exclusive means of identifying such statements. Readers are urged to carefully
review and consider the various disclosures made by the Company in this report
and in the Company's most recently filed Annual Report and Form 10-K that
attempt to advise interested parties of the risks and factors that may affect
the Company's business.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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16.1 Letter dated June 1, 2005 from KPMG LLP to the 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.
Date: June 1, 2005
MEXICAN RESTAURANTS, INC.
By: /s/ ANDREW J. DENNARD
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Andrew J. Dennard
Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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16.1 Letter dated June 1, 2005 from KPMG LLP to the Securities and
Exchange Commission.