<PAGE> 1
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) MARCH 1, 2000
GEOGRAPHICS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
WISCONSIN 0-26756 87-0305614
(State of incorporation) (Commission File Number) (IRS Employer Identification No.)
</TABLE>
1555 ODELL ROAD, P. O. BOX 1750, BLAINE, WASHINGTON 98231
(Address of principal executive offices)
(360) 332-6711
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 1, 2000, Geographics, Inc. (the "Company") dismissed Moss
Adams LLP ("Moss Adams") as its independent auditor and engaged KPMG LLP
("KPMG") as its independent auditor. The change in the Company's independent
auditor was approved by its Board of Directors.
Moss Adams' report on the Company's financial statements for the prior
two fiscal years did not contain an adverse opinion or disclaimer of opinion,
nor was it qualified or modified as to uncertainty, audit scope, or accounting
principles, except that Moss Adams qualified its opinion as of and for the years
ended March 31, 1999 and March 31, 1998, by including a going concern
modification. Moss Adams qualified its opinion because the Company had incurred
substantial net operating losses in 1999 and 1998 and because the Company was
then out of compliance with its borrowing agreements, which raised a substantial
doubt about its ability to continue as a going concern.
In connection with the audits of the financial statements of the
Company for the years ended March 31, 1999 and March 31, 1998, the Company had
no disagreements with Moss Adams on matters of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Moss Adams, would have
caused them to make reference to such disagreements in their report on the
Company's financial statements for such years. Subsequent to the issuance of the
audit report by Moss Adams for the fiscal year ended March 31, 1999, the Company
and Moss Adams had discussions on the following items:
- Appropriate accruals related to goods and services tax on a
Canadian subsidiary for the fiscal years ended March 31, 1998 and
March 31, 1999;
- Appropriate reserves for customer program costs for the year ended
March 31, 1999;
- Appropriate reserves for customer credits for the years ended
March 31, 1998 and March 31, 1999;
- Appropriate reserves for customer returns for the years ended
March 31, 1998 and March 31, 1999; and
- Appropriate reserve for payment of escrowed funds from the sale of
its sign business for the year ended March 31, 1999.
The Company's Board of Directors discussed the matters set forth above.
At the time of dismissal of Moss Adams, the Company and Moss Adams had discussed
the above items to their mutual satisfaction, and determined that, based upon
the available facts, no restatement of prior financial statements is required.
The Company has authorized Moss Adams to respond fully to the inquiries of KPMG
concerning the items discussed above.
<PAGE> 3
The Company had informal discussions with KPMG on the above accounting
matters. KPMG has not made any determination of its position related to the
above mentioned items.
The Company has requested that Moss Adams furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. A copy of such letter shall be filed as an
amendment to this Form 8-K within two business days of its receipt by Company.
<PAGE> 4
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.
GEOGRAPHICS, INC.
March 7, 2000 By: /s/ James L. Dorman
----------------------
James L. Dorman
President and Chief Executive Officer
