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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): August 17, 2006
CHENIERE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-16383 95-4352386
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
717 Texas Avenue
Suite 3100
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 659-1361
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))
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Item 4.01. Changes in Registrant's Certifying Accountant
(a)(1) (i) The change in the certifying accountant of Cheniere Energy, Inc.
(the "Company") is the result of the partners of UHY Mann Frankfort Stein & Lipp
CPAs, LLP ("UHY MFSL") joining its affiliated independent registered public
accounting firm, UHY LLP ("UHY"), a New York limited liability partnership,
effective June 1, 2006. Due to the UHY MFSL partners joining UHY, UHY MFSL
notified the Company that it has ceased to provide audit services to the
Company, and accordingly, resigned as the independent registered public
accountant of the Company on August 17, 2006. Upon UHY MFSL's resignation, the
Company engaged UHY on August 17, 2006 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 year-end.
(ii) None of the reports of UHY MFSL on the Company's financial statements
for either of the past two years or any subsequent interim period contained an
adverse opinion or disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) The decision to engage UHY upon the resignation of UHY MFSL was
approved by the Audit Committee of the Company's Board of Directors.
(iv) During the two most recent fiscal years of the Company and any
subsequent interim periods, there were no disagreements between the Company and
UHY MFSL 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 MFSL would have caused it to make
reference to the subject matter of the disagreements in connection with its
report.
The Company has provided UHY MFSL 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 MFSL 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 MFSL is filed as Exhibit 16.1 to this Form 8-K Current Report.
(a)(2) As stated above, on August 17, 2006, the Company engaged UHY 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 year-end. During
the Company's two most recent fiscal years or any subsequent interim period, the
Company has not consulted with UHY 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 UHY provide advice to the Company, either written or oral, that was an
important factor considered by the Company in reaching a decision as to an
accounting, auditing or financial reporting issue. Further, during the Company's
two most recent fiscal years or any subsequent interim period, the Company has
not consulted with UHY on any matter that was the subject of a disagreement or a
reportable event.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits
Exhibit
Number Description
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16.1 Letter, dated August 17, 2006, from UHY Mann
Frankfort Stein & Lipp CPAs, LLP to the Securities
& Exchange Commission (filed herewith).
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.
CHENIERE ENERGY, INC.
Date: August 17, 2006 By: /s/ Don A. Turkleson
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Name: Don A. Turkleson
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter, dated August 17, 2006, from UHY Mann Frankfort Stein &
Lipp CPAs, LLP to the Securities & Exchange Commission (filed
herewith).