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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) February 23, 1999
GARGOYLES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 0-21355 91-1247269
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(STATE OF INCORPORATION) (COMMISSION (IRS EMPLOYER
FILE NUMBER) IDENTIFICATION NO.)
5866 South 194th Street
KENT, WASHINGTON 98032
(253) 796-2752
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(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On February 23, 1999, the client-auditor relationship between the
company and its principal accountants, Ernst & Young LLP, ceased. The
resignation of Ernst & Young LLP was effective on February 23, 1999. At a
meeting held on February 22, 1999, the Board of Directors of the registrant
approved the engagement of BDO Seidman, LLP as its independent auditors to
replace Ernst & Young LLP who resigned as auditors of the Company effective
February 23, 1999. The Audit Committee of the Board of Directors approved the
change on February 22, 1999.
The audit reports of Ernst & Young LLP on the financial statements of
registrant for registrant's last two fiscal years did not contain an adverse
opinion or disclaimer of opinion, nor was either opinion qualified or modified
as to uncertainty, audit scope, or accounting principles. During registrant's
two most recent fiscal years and the subsequent interim periods preceding such
termination, there have been no disagreements with Ernst & Young LLP 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 Ernst & Young LLP, would have caused it to make reference to
the subject matter of the disagreements in connection with its report. There
have occurred no "reportable events" within the meaning of Item 304(a)(1)(v) of
Regulation S-K during registrant's two most recent fiscal years and the
subsequent interim periods preceding such termination.
The registrant has requested that Ernst & Young LLP furnish it with a
letter addressed to the Commission stating whether or not it agrees with the
above statements. A copy of such letter dated March 2, 1999 is filed as
Exhibit 16.0 hereto.
(b) Registrant has engaged BDO Seidman, LLP to audit registrant's
financial statements for the fiscal year ended December 31, 1998.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
16.0 Pursuant to Item 304(a)(3) of Regulation S-K, Section
228.304(a)(3) of the Regulations under the Securities
Exchange Act of 1934, as amended, the registrant herewith
furnishes the letter of BDO Seidman, LLP, former
accountants to the company.
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SIGNATURE
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.
GARGOYLES, INC.
Date: March 2, 1999 By: /s/ LEO ROSENBERGER
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Leo Rosenberger, Chief Executive
Officer and Chief Financial Officer
Ex. 16.0
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Letter from Ernst & Young LLP to SEC dated March 2, 1999
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EXHIBIT 16.0
ERNST & YOUNG LLP Suite 3500 Phone: 206-621-1800
999 Third Avenue
Seattle, Washington 98104
March 2, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated March 2, of Gargoyles, Inc. and are in
agreement with the statements contained in the first and second sentences of
the first paragraph and all three sentences in the second paragraph on page 2
therein. We have no basis to agree or disagree with other statements of the
registrant contained therein.
ERNST & YOUNG LLP
