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U.S. Securities and Exchange Commission
Washington, D.C. 20549
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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): March 4, 1997
MITY-LITE, INC.
(Exact name of registrant as specified in its charter)
Utah 0-23898 87-0448892
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification
of incorporation) No.)
1301 West 400 North
Orem, Utah 84057
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (801) 224-0589
N/A
(Former name or former address, if changed since last report)
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MITY-LITE, INC.
INDEX
Item 4. Changes in Registrant's Certifying Accountant . . . . . 3
Item 5. Other Events. . . . . . . . . . . . . . . . . . . . . . 4
Item 7. Exhibit Index . . . . . . . . . . . . . . . . . . . . . 5
Signature. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 4, 1997, the Audit Committee of Mity-Lite, Inc. recommended and
approved the dismissal of its prior auditing firm, Price Waterhouse LLP
("Price Waterhouse") and the appointment of Deloitte & Touche LLP ("Deloitte &
Touche") as the Company's new auditing firm.
Price Waterhouse's reports on the financial statements for either of the
past two fiscal years have not contained an adverse opinion or a disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles. In connection with the audits for the two most
recent fiscal years and through March 4, 1997, there have been no
disagreements with Price Waterhouse 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 Price Waterhouse,
would have caused Price Waterhouse to make reference to the subject matter of
the disagreements in its reports on the financial statements for such years.
A copy of this Form 8-K disclosure has been provided to Price Waterhouse.
During the two most recent fiscal years and subsequent interim periods, the
Company's new auditor, Deloitte & Touche, has not been consulted regarding the
type of audit opinion that might be rendered on the Company's financial
statements, nor has there been any written or oral advice provided to the
Company that Deloitte & Touche concluded was an important factor considered by
the Company in reaching a decision as to accounting, auditing or financial
reporting issues. The Company has had limited oral discussions with Deloitte
& Touche regarding the application of pooling accounting principles in a
contemplated acquisition. The specific inquiries discussed and related
viewpoints of Deloitte & Touche are summarized as follows:
INQUIRY DELOITTE & TOUCHE VIEWPOINT
Impact of cash dividends on the If the current cash dividends have
ability of the registrant to account been calculated and disbursed
for a contemplated transaction as a consistently with amounts distributed
pooling. historically, pooling accounting
treatment would not be affected.
Impact of a real estate distribution In this situation, the impact of such
on the ability of the registrant to transaction would prevent pooling
account for a contemplated accounting treatment.
transaction as a pooling.
Price Waterhouse was not consulted by the Company regarding the aforementioned
issues. This Form 8-K has been reviewed by Deloitte & Touche prior to filing
with the Commission.
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ITEM 5. OTHER EVENTS.
On March 5, 1997, Mity-Lite issued the press release attached hereto as
Exhibit 99.1, announcing it will acquire 49.9 percent of the stock of DO
Group, Inc., a privately-held manufacturer of office seating and office panel
systems headquartered in Elkhart, Indiana. DO Group markets its products
under the Domore and DO3 trade names. The transaction, which is due to close
on or before March 21, is pending final execution of closing documents and
satisfaction of closing conditions, including DO Group's completing a new bank
financing package.
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Item 7.
c) Exhibits.
16 Letter from Price Waterhouse dated March 10, 1997
99.1 Mity-Lite, Inc. Press Release (March 5, 1997)
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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.
MITY-LITE, INC.
Date: March 11, 1997 /s/ Bradley T Nielson
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Bradley T Nielson
Chief Financial Officer
(Principal Financial and
Accounting Officer)
March 10, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
MITY-LITE, INC.
We have read Item 4 of Mity-Lite, Inc.'s Form 8-K dated March 4, 1997 and are
in agreement with the statements contained in the first two paragraphs of Item
4 and the first sentence of the last paragraph of Item 4 therein.
Yours very truly,
/s/Price Waterhouse LLP
FOR IMMEDIATE RELEASE: Wednesday, March 5, 1997
CONTACT: Gregory L. Wilson
Chairman and President
Bradley T Nielson
Chief Financial Officer
Mity-Lite, Inc.
801-224-0589
MITY-LITE, INC. TO ACQUIRE A MINORITY INTEREST IN DO GROUP, INC.
OREM, UTAH Mity-Lite, Inc. (NASDAQ: MITY), a designer, manufacturer, and
marketer of a variety of multipurpose room furniture, today announced that it
will acquire 49.9 percent of the stock of DO Group, Inc., a privately-held
manufacturer of office seating and office panel systems headquartered in
Elkhart, Indiana. DO Group markets its products under the well known and
highly respected Domore and DO3 trade names. The transaction, which is due to
close on or before March 21, is pending final execution of closing documents
and satisfaction of closing conditions, including DO Group's completion of a
new bank financing package.
The transaction calls for the exchange of $750,000 cash for 49.9 percent of
the outstanding stock of DO Group and a loan of $1,000,000 in senior
subordinated debt to a wholly owned subsidiary of DO Group. Mity-Lite will
hold an option to put back the shares to the DO Group officers at any time
during the next three years. At the conclusion of the three year period, the
majority owners of DO Group will have the right to convert their shares into
115,000 shares of Mity-Lite common stock. The acquisition will be treated for
accounting purposes as a purchase.
DO Group produces a full line of high-quality products including office
seating and office panel systems. The seating division is a recognized leader
in the intensive use seating market, supplying chairs to police departments,
911 centers, and air traffic control centers. The systems division has
established itself as one of the easiest to configure, assemble and
disassemble post-to-panel systems at moderate price points. DO Group's
customer base includes the United States Postal System, Federal Aviation
Administration and a number of Fortune 500 companies. The company has
manufacturing facilities in Elkhart, Indiana, and Marked Tree, Arkansas. Last
year, these two divisions generated net sales of approximately $14 million.
"We are delighted to add DO Group to our team," remarked Gregory L. Wilson,
Chairman and President of Mity-Lite. "DO Group represents a stronger entrance
into contract and design markets for Mity-Lite while creating important
marketing synergies for the companies. In addition, their intensive use
seating has unique positioning features, much like our tables. We believe we
can leverage our direct sales approaches to drive sales of this product line."
"The investment in DO Group is an exciting opportunity for Mity-Lite," said
Bradley T Nielson, Chief Financial Officer of Mity-Lite. "During the last
three years, DO Group has fallen on hard times, mainly due to the performance
of its wood case goods division which was sold last December. By
recapitalizing the company, refocusing sales and marketing efforts, and
supporting the management team, we believe the turnaround can occur quickly."
"An opportunity to work with a company like Mity-Lite is one we just could not
pass up," said Dennis Kebrdle, Chairman of DO Group, Inc. "We believe
combining our well established Domore and DO3 product lines with the dynamic
business management systems at Mity-Lite will provide significant growth
opportunities for both companies."
Founded in 1987, Mity-Lite, Inc. designs, manufactures and markets a variety
of lightweight, durable, folding-leg tables, stacking chairs, and related
products used in multipurpose rooms of educational, recreational, hospitality,
government, office, health care, religious and other public assembly
facilities. Headquartered in Utah, Mity-Lite serves national and
international customers directly and through distributors.
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