UFP TECHNOLOGIES INC
8-K, 1999-05-27
PLASTICS FOAM PRODUCTS
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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) MAY 21, 1999

                             UFP TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
             (Exact Name Of Registrant As Specified In Its Charter)

                                    DELAWARE
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

           1-12648                                         04-2314970
   ------------------------                 ------------------------------------
   (Commission File Number)                 (I.R.S. Employer Identification No.)


172 East Main Street, Georgetown, Massachusetts              01833
- -----------------------------------------------     ---------------------------
 (Address of Principal Executive Offices)                 (Zip Code)

                                 (978) 352-2200
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                       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)      Information required by Item 304(a)(1) of Regulation S-K.

         i)       KPMG Peat Marwick LLP was dismissed as the Registrant's
                  independent accountants effective as of the close of business
                  on May 21, 1999.

         ii)      The reports of KPMG Peat Marwick LLP on the consolidated
                  financial statements of the registrant at December 31, 1997
                  and December 31, 1998, and for the three years ended December
                  31, 1998, contain no adverse opinion or disclaimer of opinion
                  and were not qualified or modified as to uncertainty, audit
                  scope or accounting principle.

         iii)     The decision to change accountants was recommended by the
                  Audit Committee of the Registrant's Board of Directors, and
                  approved by the Board of Directors of the Registrant.

         iv)      In connection with its audits for the two most recent fiscal
                  years and through March 31, 1999 there have been no
                  disagreements with KPMG Peat Marwick LLP on any matter of
                  accounting principle or practice, financial statement
                  disclosure, or auditing scope or procedure, which
                  disagreements if not resolved to the satisfaction of KPMG Peat
                  Marwick LLP would have caused KPMG Peat Marwick LLP to make
                  reference thereto in their report on the financial statements
                  for such years.

         v)       During the two most recent fiscal years and through March 31,
                  1999 there have been no reportable events (as defined in
                  Regulation S-K Item 304(a)(1)(v)).

(b)      Information required by Item 304(a)(2) of Regulation S-K.

         The Registrant engaged Arthur Anderson LLP as its new independent
         accountants as of May 21, 1999. During the most recent two fiscal years
         and through March 31, 1999, the Registrant has not consulted with
         Arthur Anderson LLP on items regarding either: (1) the application of
         accounting principles to a specified transaction, either completed or
         proposed; the type of audit opinion that might be rendered on the
         Registrant's financial statements, or (2) the subject matter of a
         disagreement or reportable event with the Registrant's former auditor
         (as defined in Regulation S-K Item 304(a)(2)).

The Registrant has requested that KPMG Peat Marwick LLP provide it with a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of that letter, dated May 27, 1999, is filed as Exhibit 16 to this Form
8-K.

EXHIBITS

16.      Letter from KPMG Peat Marwick LLP to the Securities and Exchange
         Commission dated May 27, 1999.



<PAGE>




                                    SIGNATURE

         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.

Dated:  May 27, 1999               UFP TECHNOLOGIES, INC.



                                   By: /s/ Ronald J. Lataille
                                       ---------------------------------------
                                         Name:  Ronald J. Lataille
                                         Vice President, Treasurer and
                                         Chief Financial Officer








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                                                                     EXHIBIT 16
KPMG

     99 High Street                                       Telephone 617 988 1000
     Boston, MA 02110-2371                                Fax 617 988 0800



May 27, 1999


Securities and Exchange Commission
Washington, D.C. 20549



Dear Ladies and Gentlemen:

We were previously principal accountants for UFP Technologies, Inc. and, under
the date of February 25, 1999, we reported on the consolidated financial
statements of UFP Technologies, Inc. and subsidiary as of and for the years
ended December 31, 1998 and 1997. On May 21, 1999, our appointment as principal
accountants was terminated. We have read UFP Technologies, Inc.'s statements
included under item 4 of its Form 8-K dated May 21, 1999, and we agree with such
statements except that we are not in a position to agree or disagree with UFP
Technologies, Inc.'s statements contained in paragraph 2(a)(iii) and (b) of
item 4.


Very truly yours,

/s/ KPMG LLP
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KPMG LLP




























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