GUNTHER INTERNATIONAL LTD
8-K, 1999-11-17
OFFICE MACHINES, NEC
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                                  UNITED STATES
                       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): November 15, 1999


                           GUNTHER INTERNATIONAL, LTD.
           ----------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



    DELAWARE                           000-22994                    51-0223195

- --------------------------------------------------------------------------------
(State or other                (Commission File Number)           (IRS Employer
jurisdiction of                                                  Identification
 incorporation)                                                      Number)



                 ONE WINNENDEN ROAD, NORWICH, CONNECTICUT 06360
- --------------------------------------------------------------------------------
          (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code: (860) 823-1427
                                                    ----------------------------

                                       N/A

              ----------------------------------------------------
          (Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant.

         (a)      Previous independent accountants.

                  (i)      On November 15, 1999, Gunther International, Ltd.
                           ("Registrant") dismissed Arthur Andersen LLP as its
                           independent accountants.

                  (ii)     The reports of Arthur Andersen LLP on the financial
                           statements of the Registrant for the past two fiscal
                           years contained no adverse opinion or disclaimer of
                           opinion and were not modified as to uncertainty,
                           audit scope, or accounting principles.

                  (iii)    The Audit Committee of the Board of Directors of the
                           Registrant approved the decision to change the
                           independent accountants of the Registrant.

                  (iv)     In connection with its audits for the two most recent
                           fiscal years, there have been no disagreements with
                           Arthur Andersen 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
                           Arthur Andersen LLP would have caused them to make
                           reference thereto in their reports on the financial
                           statements of the Registrant for such years.

                  (v)      The Registrant has requested that Arthur Andersen LLP
                           furnish it with a letter addressed to the Commission
                           stating whether or not it agrees with the above
                           statements. A copy of such letter, dated November 15,
                           1999, is filed as Exhibit 16.1 to this Current Report
                           on Form 8-K.

         (b)      New Independent Accountants.

                           The Registrant engaged Ernst & Young LLP as its new
                           independent accountants as of November 15, 1999.
                           During the two most recent fiscal years, the
                           Registrant has not consulted with Ernst & Young LLP,
                           regarding either (i) the application of accounting
                           principles to a specified completed or contemplated
                           transaction, or the type of audit opinion that might
                           be rendered on the Registrant's financial statements
                           and no written or oral advice was provided that was
                           an important factor considered by the Registrant in
                           reaching a decision as to any accounting, auditing or
                           financial reporting issue, or (ii) any matter that
                           was the subject of a disagreement or event identified
                           in response to Item 304(a)(1)(iv) of Regulation S-B.




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<PAGE>   3
Item 7. Financial Statements and Exhibits

         (c)      The following documents are filed herewith as exhibits:

                  16.1 Letter from Arthur Andersen LLP, dated November 15, 1999.




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<PAGE>   4
                                   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 thereunto duly authorized.


                                        GUNTHER INTERNATIONAL, LTD.
                                        a Delaware corporation



Date:  November 15, 1999                By: /s/ Michael M. Vehlies
                                            ---------------------------
                                                Michael M. Vehlies
                                                Chief Financial Officer




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<PAGE>   1
                               Arthur Andersen LLP
                               One Financial Plaza
                           Hartford, Connecticut 06103

                                                                    Exhibit 16.1

November 15, 1999

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

         We have read paragraphs (i) through (v) of section (a) of Item 4
included in the Form 8-K dated November 15, 1999 of Gunther International, Ltd.
to be filed with the Securities and Exchange Commission and are in agreement
with the statements contained therein.

Very truly yours,

/s/ Arthur Andersen LLP



cc:     Mr. Michael M. Vehlies, Chief Financial Officer
        Gunther International, LTD




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