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
December 30, 1997
Date of Report (Date of earliest event reported)
POORE BROTHERS, INC.
(Exact name of registrant as specified in its charter)
1-14556
DELAWARE 0-21857 86-0786101
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
3500 South La Cometa Drive
Goodyear, Arizona 85338
(Address of principal executive office)(zip code)
(602) 932-6200
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant.
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On December 30, 1997, the Audit Committee of the Board of Directors of the
Registrant voted unanimously to dismiss Coopers & Lybrand L.L.P. as the
Registrant's independent auditors, and voted unanimously to elect Arthur
Andersen LLP as the Registrant's independent auditors effective December 30,
1997. Pursuant to Item 304 of Regulation S-B, the Registrant discloses the
following information:
(i) Coopers & Lybrand L.L.P. was dismissed as the Registrant's independent
auditors on December 30, 1997.
(ii) The report prepared by Coopers & Lybrand L.L.P. on the financial statements
for the fiscal years ended December 31, 1995 and 1996 did not contain an adverse
opinion or disclaimer of opinion, nor was the report modified as to uncertainty,
audit scope, or accounting principles.
(iii) The decision to dismiss Coopers & Lybrand L.L.P. was recommended and
approved unanimously by the Audit Committee of the Board of Directors of the
Registrant.
(iv) During the last two fiscal years and the subsequent interim period through
December 30, 1997, there were no disagreements between the Registrant and
Coopers & Lybrand L.L.P. on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the satisfaction of Coopers & Lybrand L.L.P., would have caused it
to make reference to the subject matter of the disagreement in connection with
its report. In November 1997, Coopers & Lybrand L.L.P. advised the Registrant of
the need to expand the scope of their upcoming audit, as required by
professional standards, to address the ability of the Registrant to continue as
a going concern. Due to the dismissal, no such procedures were performed nor any
determination made.
(v) Arthur Andersen LLP was engaged as the Registrant's independent auditors on
December 30, 1997. During the last two fiscal years and the subsequent interim
period through December 30, 1997, the Registrant has not consulted with Arthur
Andersen LLP regarding the application of accounting principles to a specific
completed or contemplated transaction nor the type of audit opinion that might
be rendered on the Registrant's financial statements.
(vi) The Registrant has provided Coopers & Lybrand L.L.P. with a copy of the
disclosures the Registrant is making in response to Item 304 of Regulation S-B
and requested it to furnish a letter addressed to the Commission stating whether
it agrees with the statements made herein.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
16. Letter from Coopers & Lybrand L.L.P. (to be filed with an
amendment to this report)
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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.
POORE BROTHERS, INC.
(Registrant)
Date: January 7, 1998 By: /s/ Thomas W. Freeze
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Thomas W. Freeze
Vice President and Chief Financial Officer
