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): May 26, 2005
SECURITY NATIONAL FINANCIAL CORPORATION
(Exact name of registrant as specified in this Charter)
Utah 0-9341 87-0345941
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
5300 South 360 West, Salt Lake City, Utah 84123
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (801) 264-1060
--------------
Does Not Apply
(Former name or former address, if changed since last report)
-1-
ITEM 8.01 Other Events
On May 26, 2005, Security National Financial Corporation (the "Company")
received a letter from The Nasdaq Stock Market staff notifying the Company that
its Form 10-Q for the period ended March 31, 2005, which was filed with the
Securities and Exchange Commission on May 16, 2005, had not been reviewed by an
independent public accountant as required by Rule 10-01(d) of Regulation S-X. As
a consequence, according to the Nasdaq letter, the Company's Form 10-Q filing
for the period ending March 31, 2005 is incomplete and, as a result, the Company
is not in compliance with Marketplace Rule 4310(c)(14) of The Nasdaq Stock
Market. Thus, according to the letter, the Company's securities will be delisted
from The Nasdaq Stock Market at the opening of business on June 6, 2005, unless
the Company appeals the staff's determination to a Nasdaq Listing Qualifications
Panel.
On May 20, 2005, the Company engaged the registered public independent
accounting firm of Hansen, Barnett & Maxwell, P.C. to audit and report on the
Company's financial statements for the fiscal year ended December 31, 2005. The
Company appointed Hansen, Barnett & Maxwell to replace Tanner LC, the Company's
former independent accounting firm. The termination of the Company's
relationship with Tanner was due to the five-year partner rotation requirement
mandated by the Sarbanes-Oxley Act and the determination by Tanner that in the
future it would be unable to maintain the necessary industry expertise to
continue as an independent accounting firm for the Company.
The accounting firm of Hansen Barnett & Maxwell is in the process of reviewing
the Company's Form 10-Q for the period ended March 31, 2005. When the review is
completed, the Company will file an amended Form 10-Q that will disclose that
the Form 10-Q has been reviewed by Hansen, Barnett & Maxwell. The Company
anticipates that the review of the Form 10-Q will be completed by Hansen,
Barnett & Maxwell, P.C. by the end of business on June 6, 2005. The Company will
thereupon file an amended Form 10-Q with the Securities and Exchange Commission
as soon as the review has been completed.
The Company intends to file an appeal of the staff's determination of the
Company's non-compliance with Marketplace Rule 310(c)(14). In this regard, the
hearing request will stay the delisting of the Company's securities pending a
decision of a delisting qualifications panel. The Company anticipates that its
appeal of the staff's decision to delist its securities will be successful if
the review of the Form 10-Q by Hansen, Barnett & Maxwell and the filing of an
amended Form 10-Q is completed prior to the hearing before the Nasdaq Listing
Qualifications Panel. If the Company is not successful in its appeal of the
staff's decision to delist its securities, the securities will be delisted.
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.
SECURITY NATIONAL FINANCIAL CORPORATION
(Registrant)
Date: June 1, 2005 By: /s/ Scott M. Quist
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Scott M. Quist
President and Chief Operating Officer
Exhibit 16.1
[Tanner LC Letterhead]
April 16, 2005
Mr. Scott M. Quist
President and Chief Operating Officer
Security National Financial Corporation
5300 South 360 West, Suite 250
Salt Lake City, UT 84123
Dear Mr. Quist:
This is to confirm that the client-auditor relationship between Security
National Financial Corporation (Commission File Number 0-9341) and Tanner LC,
independent registered public accounting firm, has ceased.
Sincerely,
/s/ Tanner LC
cc: Office of the Chief Accountant
PCAOB Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, NW
Washington, DC 20549
Exhibit 16.2
[Tanner LC Letterhead]
June 6, 2005
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the statements included under Item 4.01 in the Form 8-K/A dated
June 6, 2005, of Security National Financial Corporation to be filed with the
Securities and Exchange Commission and are in agreement with the statements
therein insofar as they relate to our firm.
Very truly yours,
/s/ Tanner LC
MACKEY PRICE THOMPSON & OSTLER
A Professional Corporation
Attorneys and Counselors at Law
American Plaza II
57 West 200 South, Suite 350
Salt Lake City, UT 84101-3663
Telephone 801-575-5000
Fax 801-575-5006
Randall A. Mackey
rmackey@mpwlaw.com
June 7, 2005
VIA FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W., Mail Stop 0408
Judiciary Plaza
Washington, D.C. 20549
Attn: Benjamin Phippen
Staff Accountant
Re: Security National Financial Corporation - Amendment No.1
to Form 8-K, as filed on May 3, 2005, File No. 000-09341
Ladies and Gentlemen:
In connection with the above-captioned Form 8-K (the "Form 8-K"), we
enclose the following with the Securities and Exchange Commission (the
"Commission") for review on behalf of Security National Financial Corporation
(the "Company"):
A. Two conformed copies of Amendment No. 1 (the "Amendment") to the Form 8-K,
including exhibits; and
B. Two additional conformed copies of Amendment No. 1 to the Form 8-K, which
have been marked to indicate changes from the Form 8-K filed with the
Commission on May 3, 2005.
It should be noted that the Company electronically filed the Amendment to the
Form 8-K via the Edgar system on June 7, 2005.
We are also enclosing a copy of the comment letter dated May 31, 2005,
which we received from the staff of the Commission. The following responses to
the comments are tied to the numbered paragraphs on the enclosed comment letter.
Securities and Exchange Commission
June 7, 2005
Page 2
1. The Form 8-K has been revised to state that Tanner LC ("Tanner") resigned as
the independent accountants of the Company due to the five-year partner rotation
requirement mandated by the Sarbanes-Oxley Act and the determination by Tanner
that in the future it would be unable to maintain the necessary industry
expertise to continue as the Company's independent accountants.
2. Because Tanner resigned as the Company's independent accountants, the
Company's audit committee had no choice but to accept such resignation by
Tanner. However, the Company's audit committee approved the engagement of
Hansen, Barnett & Maxwell, P.C. ("Hansen") as the new independent accountants to
replace Tanner.
3. The Company reported engagement of Hansen in a Form 8-K that was filed with
the Securities and Exchange Commission on May 25, 2005. The disclosures in the
May 25, 2005 Form 8-K about consultations with Hansen were made through the date
of engagement.
4. In response to this comment, a letter from Tanner, the Company's former
independent accountants, addressing the revised disclosures have been included
as Exhibit 16 to an amended Form 8-K. The amended Form 8-K, or Form 8-K/A,
includes the Item 4 designation.
The Company has prepared Amendment No. 1 to the Form 8-K in an effort to
respond to the comments from the staff. Any additional comments or questions
should be directed to Randall A. Mackey, Esq, at (801) 575-5000, counsel for the
Company.
Very truly yours,
/s/ Randall A. Mackey
Randall A. Mackey
Enclosures
cc: Scott M. Quist (w/encls.)
G. Robert Quist (w/encls.)
Stephen M. Sill (w/encls.)
Virgil R. Pugsley (w/encls.)
Douglas J. Hansen