SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
April 24, 1998
GlenGate Apparel, Incorporated
Exact Name of Registrant as Specified in its Charter)
New Jersey 1-9681 11-2824646
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
75 Rod Smith Place
Cranford, New Jersey 07016
(Address of principal executive offices)
(908) 653-9100
(Registrant's Telephone Number,
Including Area Code)
(Former Address, if changed since last report)
<PAGE>
Items 1-3: Inapplicable
Item 4: Changes in Registrant's Certifying Accountants
On April 24, 1998, Registrant dismissed BDO Seidman ("BDO") as
the Registrant's independent auditors. The Registrant's decision to dismiss BDO
was recommended by the audit committee of Registrant's Board of Directors and by
its full Board of Directors. Registrant's Board of Directors has decided to
engage Withum, Smith & Brown ("WS&B") as Registrant's principal accountant to
audit Registrant's financial statements for the fiscal year ending September 30,
1998.
Registrant and BDO have not had any disagreements during the
past two fiscal years or any subsequent interim period with respect to matters
of accounting principles or practices, financial statement disclosure or
auditing scope, or procedure which, if not resolved to BDO's satisfaction, would
have caused it to make reference to the subject matter of such disagreement in
its reports.
BDO's report on the financial statements for the past two
years did not, in either year, contain an adverse opinion or a disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the past two fiscal years and during the subsequent
interim period preceding the dismissal of BDO, BDO did not advise the Registrant
that: (i.) the internal controls necessary for the Registrant to develop
reliable financial statements did not exist; (ii.) information had come to BDO's
attention that led it to no longer be able to rely on management's
representations or that made it unwilling to be associated with the financial
statements prepared by management; (iii.) there was a need to expand
significantly the scope of its audit, or that information had come to the
attention of BDO that if further investigated might (A) materially impact the
fairness or reliability of either a previously issued audit report or the
underlying financial statements, or the financial statements issued or to be
issued covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report (including information that
might prevent it from rendering an unqualified report on those financial
statements), or (B) cause BDO to be unwilling to rely on management's
representations or be associated with the Registrant's financial statements, and
due to the dismissal of BDO or for any other reason. BDO did not so expand the
scope of its audit or conduct such further investigation; or (iv.) information
had come to the attention of BDO that it had concluded materially impacted the
fairness or reliability of either (A) a previously issued audit report or the
underlying financial statements, or (B) the financial statements issued or to be
issued covering the fiscal period(s) subsequent to the date of the most recent
financial statements covered by an audit report (including information that,
unless resolved to the satisfaction of BDO, would have prevented it from
rendering an unqualified audit report on those financial statements), and due to
the dismissal of BDO or for any other reason, the issue had not been resolved to
the satisfaction of BDO prior to its dismissal.
During the past two fiscal years and the subsequent interim
period prior to the engagement of WS&B, the Registrant did not consult (nor did
anyone on the Registrant's behalf consult) WS&B with respect to either (i.) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that 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 WS&B concluded was an
important factor considered by the Registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii.) any matter that was
the subject of a disagreement between the Registrant and BDO or a reportable
event described in the preceding paragraph.
The Registrant has provided BDO with a copy of the disclosure
set forth herein and has requested that BDO furnish it with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with the
statements made by the Registrant herein and, if not, stating the respects in
which it does not agree. A copy of BDO's letter is filed as an Exhibit hereto.
Items 5 - 6: Inapplicable.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit Number Description
1 BDO Letter, dated __________________, addressed to the
Securities and Exchange Commission.
<PAGE>
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.
April 24, 1998
GLENGATE APPAREL, INCORPORATED
/s/ Peter D. Culbertson
By: _____________________
Peter D. Culbertson
President & CEO
Exhibit 16
April 28, 1998
Securities and Exchange Commission 450 5th Street N.W.
Washington, D.C. 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 April 24, 1998, to be filed by our formet client,
GlenGate Apparel, Incorporated. We agree with the statements made in response to
that Item insofar as they relate to our Firm.
Very truly yours,
BDO Seidman, LLP
