UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 20, 2000
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Date of Report (Date of earliest event reported)
GFSI, INC.
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(Exact name of registrant specified in its charter)
Delaware 333-24189 74-2810748
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
9700 Commerce Parkway
Lenexa, Kansas 66219
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(Address of principal executive offices and zip code)
(913) 888-0445
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Registrant's telephone number including area code
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On December 20, 2000, GFSI, Inc. dismissed Deloitte & Touche
LLP as its independent accountants. The Registrant's audit
committee recommended the change of independent accountants,
and the Board of Directors approved the decision to change
independent accountants.
(ii) The reports of Deloitte & Touche LLP on the financial
statements for the past two fiscal years contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting
principle.
(iii) In connection with its audits for the two most recent fiscal
years and through December 20, 2000, there have been no
disagreements with Deloitte & Touche 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 Deloitte
& Touche LLP would have caused them to make reference thereto
in their report on the financial statements for such years.
(iv) During the two most recent fiscal years and through December
20, 2000, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)).
(v) The Registrant has requested that Deloitte and Touche LLP
furnish it with a letter addressed to the SEC stating whether
or not it agrees with the above statements. A copy of such
letter, dated December 22, 2000, is filed as Exhibit 16 to
this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged PricewaterhouseCoopers LLP as its new
independent accountants as of December 20, 2000. The
Registrant's audit committee recommended the change of
independent accountants and the Board of Directors approved
the decision to change independent accountants. During the two
most recent fiscal years and through December 20, 2000, the
Registrant has not consulted with PricewaterhouseCoopers LLP
regarding the application of accounting principles to a
specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the
Registrant's financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 16 Letter from Deloitte & Touche LLP regarding change in certifying
accountant.
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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 thereunto duly authorized.
GFSI, INC.
December 27, 2000
/s/ ROBERT G. SHAW
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Robert G. Shaw, Sr. Vice President of Finance and
Principal Accounting Officer
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<PAGE>
EXHIBIT 16
GFSI, Inc.
Letter to the SEC Concerning Change in Auditors
December 22, 2000
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of GFSI, Inc.
dated December 20, 2000.
Yours truly,
/s/ Deloitte & Touche, LLP
Deloitte & Touche, LLP
Kansas City, Missouri
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