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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 28, 1998
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CUISINE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-12800 52-0948383
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(State or other (Commission File Number) (IRS Employer Id. No.)
jurisdiction of incorporation)
85 South Bragg Street, Suite 600, Alexandria, VA 22312
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 750-9600
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective on October 28, 1998, the Registrant's Board of Directors
elected to retain Grant Thornton LLP as its independent auditor and to dismiss
KPMG Peat Marwick LLP ("KPMG"). Heretofore KPMG had acted as the Registrant's
independent auditor. The decision to change auditors was approved by the
Registrant's Audit Committee and Board of Directors.
The audit reports of KPMG on the consolidated financial statements of
the Registrant and its subsidiaries as of and for the years ended June 27, 1998
and June 28, 1997, did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles. However, the audit reports of KPMG on the consolidated financial
statements of the Registrant and its subsidiaries as of and for the years ended
June 27, 1998 and June 28, 1997 referred to a change in accounting method for
certain inventory costs.
During the Registrant's two most recent fiscal years ended June 27, 1998
and June 28, 1997, and through the subsequent interim period through October 28,
1998, there were no disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to the satisfaction of the
former accountant, would have caused them to make a reference to the subject
matter of the disagreements in connection with its report; nor has KPMG ever
presented a written report, or otherwise communicated in writing to the
Registrant or its Board of Directors the existence of any "disagreement" or
"reportable event" within the meaning of Item 304 of Regulation S-K.
KPMG has provided the Registrant with a letter addressed to the SEC, as
required by Item 304(a)(3) of Regulations S-K, so that the Registrant can file
such letter with the SEC.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
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Exhibit
Number Description
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16 Letter from KPMG Peat Marwick LLP re: change in accountant
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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.
CUISINE SOLUTIONS, INC.
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Dated: November 3, 1998 By: /s/ Robert Murphy
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Robert Murphy
Vice President & Chief Financial Officer
By: /s/ Leara Dory
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Leara Dory
Vice President of Finance &
Corporate Secretary
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EXHIBIT INDEX
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Exhibit
Number Description
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16 Letter from KPMG Peat Marwick LLP re change in accountant
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Securities and Exchange Commission
Washington, D.C. 20549
November 3, 1998
Ladies and Gentlemen:
We were previously principal accountants for Cuisine Solutions, Inc. and, under
the date of September 4, 1998, we reported on the consolidated financial
statements of Cuisine Solutions, Inc. and subsidiaries as of and for the years
ended June 27, 1998 and June 28, 1997. On October 28, 1998, our appointment as
principal accountants was terminated. We have read Cuisine Solutions, Inc.'s
statements included under Item 4 of its Form 8-K dated November 3, 1998, and we
agree with such statements, except that we are not in a position to agree or
disagree with Cuisine Solutions, Inc.'s statement that the change was approved
by the Registrant's audit committee and Board of Directors.
Very truly yours,
KPMG Peat Marwick LLP
