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):
April 3, 2006
Post Properties, Inc. 2005 Non-Qualified Employee Stock Purchase Plan
(Exact name of registrant as specified in its charter)
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| Georgia
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1-12080
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58-1550675 |
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number) |
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| 4401 Northside Parkway, Suite 800, Atlanta, Georgia
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30327 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s
telephone number, including area code:
(404) 846-5000
Not
applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) Former independent registered public accounting firm
On April 3, 2006, the Audit Committee of Post Properties, Inc. (the “Company”) dismissed
PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Post
Properties, Inc. 2005 Non-Qualified Employee Stock Purchase Plan (the “Plan”),
which became effective on January 1, 2005.
During the year ended December 31, 2005 and through April 3, 2006, there were no
disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of PricewaterhouseCoopers LLP, would have caused such firm to make reference
thereto in their report for the year ended December 31, 2005.
During the year ended December 31, 2005 and through April 3, 2006, there were no
reportable events described under Item 304(a)(1)(v) of Regulation S-K.
The report of PricewaterhouseCoopers LLP on the financial statements of the Plan for the year
ended December 31, 2005 did not contain an adverse opinion or
disclaimer of opinion, nor was such
report qualified or modified as to uncertainty, audit scope or accounting principle. The Company
has provided PricewaterhouseCoopers LLP with a copy of the forgoing disclosures. Attached as
Exhibit 16.1 is a copy of PricewaterhouseCoopers LLP’s
letter, dated April 4, 2006, stating whether
or not it agrees with such statements.
(b) New independent registered public accounting firm
On April 3, 2006, the Audit Committee of the Company appointed Deloitte & Touche LLP as the
Plan’s independent registered public accounting firm for the year ending December 31, 2006.
During the fiscal year ended December 31, 2005 and through April 3, 2006, neither
the Company nor anyone on the Plan’s behalf consulted with Deloitte & Touche regarding: (i) 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 Plan’s financial statements; or (ii) any
matter that was either the subject of a disagreement or a reportable event as defined in Item
304(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
16.1
Letter from PricewaterhouseCoopersLLP dated April 4, 2006.