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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): June 19, 1996
ODWALLA, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
0-23036 77-0096788
(Commission File No.) (I.R.S. Employer Identification No.)
120 STONE PINE ROAD
HALF MOON BAY, CA 94109
(Address of principal executive offices and zip code)
(Registrant's telephone number, including area code): (415) 726-1888
Page 1 of 6
Exhibit Index at Page 5
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) DISMISSAL OF INDEPENDENT ACCOUNTANT. On June 19, 1996, the
Registrant's Board of Directors, upon recommendation of its Audit Committee,
dismissed BDO Seidman LLP ("BDO Seidman") as the Registrant's principal
independent accountant engaged to audit the Registrant's financial statements.
The independent auditor's report of BDO Seidman on the consolidated
financial statements of the Registrant for the three years ended August 31,
1995, dated October 12, 1995, included in the Form 10-K for the fiscal year
ended August 31, 1995, contained no adverse opinion or disclaimer of opinion and
was not qualified as to uncertainty, audit scope or accounting principles.
In connection with the Registrant's audits for the fiscal years ended
August 31, 1994 and 1995, and in the subsequent interim period prior to BDO
Seidman's dismissal on June 19, 1996, there were (i) no disagreements with BDO
Seidman 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 BDO Seidman, would have caused BDO Seidman to make
reference to the subject matter of the disagreement in connection with their
report; and (ii) no "reportable events" as described in Item 304(a)(1)(v) of
Regulation S-K.
The Registrant has furnished a copy of the disclosure contained in this
section to BDO Seidman requesting such firm to respond as to whether it agrees
with the information set forth herein relating to such firm. BDO Seidman has
responded that it agrees with the statements made herein with respect to such
firm and has agreed, as required by Item 304 of Regulation S-K, to furnish to
the Registrant a letter addressed to the Securities and Exchange Commission to
that effect.
(b) ENGAGEMENT OF NEW INDEPENDENT ACCOUNTANT. On June 19, 1996, the
Registrant's Board of Directors, upon recommendation of its Audit Committee,
approved the appointment of Price Waterhouse LLP ("Price Waterhouse") as
principal independent accountant to audit the Registrant's financial statements
for the fiscal year ending August 31, 1996, in place of BDO Seidman.
During the two most recent fiscal years and through June 19, 1996, the
Registrant has not consulted with Price Waterhouse regarding either (1) the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion the might be rendered on the
Registrant's financial statements and either a written report was provided to
the Registrant or oral advice was provided that Price Waterhouse concluded was
an important factor considered by the Registrant in reaching a decision as to
the accounting, auditing of financial reporting issue; or (2) any matter that
was either the subject of a "disagreement" or a "reportable event" (as such
terms are defined in Item 304(a)(1) of Regulation S-K).
2.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
16 Letter regarding change in certifying accountant
3.
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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.
ODWALLA, INC.
June 20, 1996 By /s/ D. Stephen C. Williamson
------------------------------
D. Stephen C. Williamson
Co-Chairman of the Board,
Co-Chief Executive Officer
and Chief Financial Officer
4.
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INDEX TO FINANCIAL STATEMENTS AND EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBERS DESCRIPTION PAGE NUMBER
<S> <C> <C>
16 Letter regarding change in certifying accountant 6
</TABLE>
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[BDO LETTERHEAD]
Exhibit 16
June 21, 1996
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K for
the event that occurred on June 19, 1996, to be filed by our former client,
Odwalla, Inc. We agree with the statements made in response to that Item
insofar as they relate to our Firm.
Very truly yours,
/s/ BDO Seidman, LLP
