-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UfodgkY5Wa6CGeNbQaK0t5eq2o5uw/rbRjmIxa3+d4zloizNrPPUDebLNC2Z185k uVAhIRRIB8zIF5dKUaYWRw== 0001021408-02-007465.txt : 20020521 0001021408-02-007465.hdr.sgml : 20020521 20020521104926 ACCESSION NUMBER: 0001021408-02-007465 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020517 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICT GROUP INC CENTRAL INDEX KEY: 0001013149 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 232458937 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20807 FILM NUMBER: 02658577 BUSINESS ADDRESS: STREET 1: 800 TOWN CENTER DR CITY: LANGHORNE STATE: PA ZIP: 19047 BUSINESS PHONE: 2157570200 MAIL ADDRESS: STREET 1: 800 TOWN CENTER DR CITY: LANGHORNE STATE: PA ZIP: 19047-1748 8-K 1 d8k.txt FORM 8-K FOR ICT, GROUP 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 20, 2002 ------------ ICT GROUP, INC. --------------- (Exact Name of Registrant Specified in Charter) Pennsylvania 0-20807 23-2458937 ------------- -------- ---------- (State or Other (Commission File (I.R.S. Employer Jurisdiction of Number) Identification No.) Incorporation) 100 Brandywine Boulevard Newtown, Pennsylvania 18940 - -------------------------------------------------- --------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 267-685-5000 ___________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) Item 4. Changes in Registrant's Certifying Accountant. On May 20, 2002, ICT Group Inc. (the "Company") dismissed Arthur Andersen LLP ("Arthur Andersen") as its independent public accountant. On May 21, 2002, the Company engaged KPMG LLP ("KPMG") to serve as the Company's independent public accountant for the Company's 2002 fiscal year. The change will be effective immediately. The decision to dismiss Arthur Andersen was recommended by the Audit Committee of the Company's Board of Directors and approved by the Company's Board of Directors. Arthur Andersen's reports on the Company's consolidated financial statements for each of the fiscal years ended December 31, 2000 and December 31, 2001 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2000 and December 31, 2001, and during the fiscal year ending December 31, 2002 through the date of this report, there were no disagreements between the Company and Arthur Andersen 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, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the Company's consolidated financial statements for each of the fiscal years ended December 31, 2000 and December 31, 2001 or the fiscal year ending December 31, 2002. During the fiscal years ended December 31, 2000 and December 31, 2001, and during the fiscal year ending December 31, 2002 through the date of this report, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. Arthur Andersen was provided with a copy of the foregoing disclosures and has furnished a letter addressed to the Securities and Exchange Commission stating that it agrees with such statements. A copy of Arthur Andersen's letter dated May 20, 2002 is attached hereto as Exhibit 16.1. During the fiscal years ended December 31, 2000 and December 31, 2001, and during the fiscal year ending December 31, 2002 through the date of this report, the Company did not consult with KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on the Company's financial statements or (iii) any matter that was either the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (a)(1)(v) of Regulation S-K. A copy of the press release issued by the Company regarding its change in certifying accountant is attached hereto as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description ----------- ----------- 16.1 Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated May 20, 2002 regarding change in certifying accountant. 99.1 Press Release, dated May 21, 2002. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ICT GROUP, INC. Date: May 21, 2002 By: /s/ John J. Brennan ------------ ---------------------------------- Name: John J. Brennan Title: Chairman and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 16.1 Letter from Arthur Andersen LLP to Securities and Exchange Commission, dated May 20, 2002 regarding change in certifying accountant. 99.1 Press Release, dated May 21, 2002. EX-16.1 3 dex161.txt LETTER FROM ARTHUR ANDERSEN LLP EXHIBIT 16.1 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 May 20, 2002 Dear Sir/Madam: We have read the first, second, third and fourth paragraphs of Item 4 included in the Form 8-K dated May 20, 2002 of ICT Group, Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein to the extent such statements related to Arthur Andersen LLP. Very truly yours, /s/ ARTHUR ANDERSEN LLP Copy to: Mr. Vincent A. Paccapaniccia Chief Financial Officer ICT Group, Inc. EX-99.1 4 dex991.txt PRESS RELEASE EXHIBIT 99.1 ICT GROUP FINANCIAL MEDIA CONTACT: ICT GROUP INVESTOR CONTACT: MORGEN WALKE MORGEN WALKE Steve DiMattia Christine Mohrmann 212-850-5600 212-850-5600 ICT GROUP, INC. APPOINTS KPMG LLP AS INDEPENDENT AUDITOR NEWTOWN, PA, MAY 21, 2002 - ICT GROUP, INC. (NASDAQ: ICTG), today announced that its Board of Directors has appointed KPMG LLP as the Company's independent auditor for the fiscal year ending December 31, 2002. The appointment of KPMG LLP was made after careful consideration by the Board of Directors and upon the recommendation of the Company's Audit Committee. Prior to the selection of KPMG LLP, Arthur Andersen LLP had served as the Company's independent auditor since the Company's inception in 1987. The decision to change the independent auditor for the fiscal year 2002 was not the result of any disagreement between the Company and Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure. Arthur Andersen has provided excellent service to the Company and the Company has valued its relationship with the firm. ICT GROUP, headquartered in Newtown, Pa., is a leading global provider of integrated customer relationship management (CRM) solutions. The Company helps clients identify, acquire, retain, service, measure and maximize the lifetime value of their customer relationships. The Company manages CRM service operations in the U.S., Europe, Canada, Australia and the Caribbean from which it supports domestic and multinational corporations and institutions, primarily in the financial, insurance, telecommunications, healthcare, information technology, media and energy services industries. ICT GROUP also offers a full suite of hosted CRM solutions, for use by clients at their own in-house facility or on a co-sourced basis in conjunction with ICT GROUP's fully compatible Web-enabled customer service operations. To learn more about ICT GROUP, visit the Company's website at www.ictgroup.com. ---------------- # # # -----END PRIVACY-ENHANCED MESSAGE-----