As filed with the Securities and Exchange Commission on
March 6, 1998
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: March 5, 1998
ACME UNITED CORPORATION
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(Exact name of registrant as specified in its charter)
Connecticut 0-4823 06-0236700
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
75 Kings Highway Cutoff 06430
Fairfield, CT (Zip Code)
(Addresses of principal
executive offices)
Registrant's telephone number, including area code:
(203) 332-7330
The Registrant hereby reports that the Registrant and
Coopers & Lybrand L.L.P., its independent accountant, have
mutually agreed that Coopers & Lybrand L.L.P. will not be engaged
by the Registrant as its independent accountant for the year 1998
and will no longer serve in that capacity at the completion of
the audit of the Registrant's financial statements for the fiscal
year ended December 31, 1997, expected to be completed on or
before March 31, 1998.
The Registrant is in the process of considering candidates
to serve as its independent accountant for the year 1998 and will
report its engagement of such accountant upon completion of that
process.
In compliance with Reg. Section 229.304 Item 304, the Registrant
further states as follows:
(a) The decision of the Registrant and Coopers &
Lybrand L.L.P. that Coopers & Lybrand L.L.P. would not
serve as principal accountants for the Registrant for
1998 was made on March 2, 1998. (Exhibit II)
<PAGE 2>
(b) The accountant's report on the Registrant's financial
statements for the past two years have not contained (and in
the case of the audit for 1997, to the best of the
Registrant's knowledge, will not contain) an adverse opinion
or a disclaimer of opinion, nor were they or will they be
qualified or modified in any respect.
(c) The decision to change accountants was approved by
the Audit Committee of Registrant's Board of Directors.
(d) There were and are no disagreements between the
Registrant and Coopers & Lybrand L.L.P. on any matter
of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
A letter from Coopers & Lybrand L.L.P. stating its
concurrence with the Registrant's statements herein is attached
hereto as Exhibit 1.
Pursuant to the requirement 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, on
March 5, 1998.
Acme United Corporation
By: /s/ Walter C. Johnsen
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Walter C. Johnsen
President and Chief Executive Officer
[Principal Executive Officer]
<PAGE 3>
Exhibit I
March 5, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Acme United Corporation (copy
attached), which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K
report for the month March, 1998. We agree with the statements
concerning our Firm in such Form 8-K.
Very truly yours,
/s/Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
<PAGE 4>
Exhibit II
March 5, 1998
Mr. Walter C. Johnsen
President and Chief Executive Officer
Acme United Corporation
75 Kings Highway Cutoff
Fairfield, Connecticut 06430
Dear Mr. Johnsen:
This is to confirm that the client-auditor relationship between
Acme United Corporation (Commission File Number 0-4823), and
Coopers & Lybrand L.L.P. will cease upon completion of our audit
of the Company's financial statements for the year ended December
31, 1997, which is anticipated on or before March 31, 1998, the
due date of the Company's Form 10-K to the Securities and
Exchange Commission.
Very truly yours,
/s/Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
