<PAGE>
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): January 14, 2000
MORROW SNOWBOARDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OREGON 0-27002 93-1011046
(STATE OR OTHER JURISDICTION OF (COMMISSION (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER)
2600 PRINGLE ROAD, S.E.
SALEM, OR 97302
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(503) 375-9300
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
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ITEM 4. CHANGES IN REGISTRANTS' CERTIFYING ACCOUNTANT.
On January 14, 2000, Arthur Andersen, LLP ("Arthur Andersen") resigned
as outside auditors for Morrow Snowboards, Inc. (the "Company"). The
Company's Board of Directors, at a previously scheduled Board meeting on
January 14, 2000, accepted Arthur Andersen's resignation and appointed the
accounting firm of Perry-Smith & Co., LLP ("Perry-Smith") of Sacramento,
California, as the Company's new outside auditors, subject to shareholder
ratification of such appointment at the Company's next annual or, if called
prior thereto, special shareholders' meeting. Due to the reduction in the
Company's manufacturing and distribution activities, as well as the Company's
expected future operations, the Board had determined that it did not need
outside auditors with the resources and breadth of operations of Arthur
Andersen and, based on a review of several accounting firms, selected
Perry-Smith which has public company and international auditing experience.
Arthur Andersen had included a "going concern" qualification in its
audit report on the financial statements for the Company's two fiscal years
ended December 27, 1997 and December 26, 1998, but did not in either of the
financial statements include an adverse opinion or a disclaimer of opinion or
a qualification or modification as to uncertainty, audit scope or accounting
principles. During the two most recent fiscal years and any subsequent
interim period preceding Arthur Andersen's resignation, there were no
disagreements between the Company and the former auditors on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of the
former auditors, would have caused Arthur Andersen to make a reference to the
subject matter of the disagreement in connection with its audit reports in
such financial statements.
Prior to engaging Perry-Smith, the Company consulted with Perry-Smith as
to its qualifications, experience and ability to audit the Company's
financial statements. The Company and Perry-Smith did not have any
substantive discussions regarding the application of accounting principles to
a specified transaction, either complete or proposed, or the type of audit
opinion that might be rendered on the registrant's financial statements and
there are no reports nor written or oral advice provided by the new
accountants, other than the expected costs of audits and accounting services
and the accountants' experience, provided in deciding to retain Perry-Smith.
Further, as noted, there was no matter that was the subject of a disagreement
as described in Item 304(a)(1)(iv) of Regulation S-K, promulgated by the
Securities and Exchange Commission.
Prior to Arthur Andersen's resignation, Arthur Andersen did not express
a difference of opinion regarding any events listed in Item 304(a)(1)(v)(A)
through (D) of Regulation S-K. Perry-Smith is expected to audit the Company's
financial statements as of and for the period ended January 1, 2000 and
December 30, 2000. The Company has provided a copy of this Form 8-K to both
Arthur Andersen and Perry-Smith, requesting in the case of Arthur Andersen
that Arthur Andersen furnish the Company with a letter addressed to the SEC
stating whether is agrees with the statements made by the registrant in
response to Item 304(a) of Regulation S-K herein. A copy of Arthur Andersen's
letter is attached hereto (as Exhibit 99.12) evidencing no objection to the
Company's responses herein.
Page 2-FORM 8-K
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The Company requested that Perry-Smith review this filing and indicated the
Company would file any letter with the SEC submitted by Perry-Smith that
contained any new information, any clarification of the Company's expression
of its views herein, or the respects in which Perry-Smith does not agree with
the statements made by the Company herein in response to Item 304(a) of
Regulation S-K. Perry-Smith has advised the Company that it has reviewed this
filing and has no basis on which to submit a letter addressed to the SEC in
response to Item 304 of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBITS. The following exhibits are included with this filing:
1. Arthur Andersen, LLP letter dated January 24, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Salem, State of Oregon, on January 24, 2000.
MORROW SNOWBOARDS, INC.
By: /s/ P. Blair Mullin
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P. Blair Mullin
PRESIDENT AND CHIEF FINANCIAL OFFICER
(PRINCIPAL EXECUTIVE, FINANCIAL AND
ACCOUNTING OFFICER
EXHIBIT INDEX
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<CAPTION>
Exhibit No. Document Description
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<S> <C>
99.12 Letter from Arthur Andersen, LLP dated January 24, 2000.
</TABLE>
Page 3-FORM 8-K
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[ARTHUR ANDERSEN LETTERHEAD]
______________________
January 24, 2000 Arthur Andersen LLP
______________________
Office of the Chief Accountant Suite 1400
Securities and Exchange Commission 111 SW Columbia
450 Fifth Street, N.W. Portland OR 97201-5875
Washington, D.C. 20549 503 226 1331
Dear Sir/Madam:
We have read paragraphs one, two and three as they relate to Arthur Andersen
LLP of Item 4 included in the Form 8-K dated January 14, 2000 of Morrow
Snowboards, Inc. filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
Copy to: Blair Mullin, President and Chief Financial Officer, Morrow
Snowboards, Inc.
