-----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, IFpKoASDJ6WrPV6dpImrphV/Us3fRxmB2hl59CbP7lBanGzAvsEvSZBpZEeXHhBO QlICT46wZtgyRg4+3wGsVg== 0000902561-02-000277.txt : 20020530 0000902561-02-000277.hdr.sgml : 20020530 20020530160926 ACCESSION NUMBER: 0000902561-02-000277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020530 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GFSI HOLDINGS INC CENTRAL INDEX KEY: 0001036180 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 742810744 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-38951 FILM NUMBER: 02666386 BUSINESS ADDRESS: STREET 1: 9700 COMMERCE PARKWAY CITY: LENEXA STATE: KS ZIP: 66219 BUSINESS PHONE: 9138880445 MAIL ADDRESS: STREET 1: 9700 COMMERCE PKWY CITY: LENEXA STATE: KS ZIP: 66219 8-K 1 form8-k_2sision053002.txt FORM 8-K -- CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 30, 2002 ------------ Date of Report (Date of earliest event reported) GFSI HOLDINGS, INC. ------------------- (Exact name of registrant specified in its charter) Delaware 333-38951 74-2810744 -------- --------- ---------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 9700 Commerce Parkway Lenexa, Kansas 66219 -------------------- (Address of principal executive offices and zip code) (913) 888-0445 -------------- Registrant's telephone number including area code ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT (a) Previous independent accountants (i) GFSI Holdings, Inc. has dismissed PricewaterhouseCoopers LLP as its independent accountants effective May 28, 2002. The Registrant's audit committee recommended the change of independent accountants, and the Board of Directors approved the decision to change independent accountants. (ii) The report of PricewaterhouseCoopers LLP on the Company's financial statements as of June 29, 2001 and for the fiscal year then ended contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principle. Fiscal year 2000 was audited by other independent accountants. (iii) In connection with its audit for the fiscal year ended June 29, 2001 and through May 28, 2002, there have been no disagreements with PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers LLP would have caused them to make reference thereto in their report on the financial statements for such years. (iv) During the fiscal year ended June 29, 2001 and through May 28, 2002, there have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v)). (v) The Registrant has requested that PricewaterhouseCoopers LLP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated May 30, 2002, is filed as Exhibit 16 to this Form 8-K. (b) New independent accountants (i) The Registrant engaged KPMG LLP as its new independent accountants as of May 28, 2002. The Registrant's audit committee recommended the change of independent accountants, and the Board of Directors approved the decision to change independent accountants. During the two most recent fiscal years and through May 28, 2002, the Registrant has not consulted with KPMG LLP regarding 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. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 16.1 Letter from PricewaterhouseCoopers LLP regarding change in certifying accountant. 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 thereunto duly authorized. GFSI Holdings, Inc. May 30, 2002 /s/ J. CRAIG PETERSON -------------------------------------- J. Craig Peterson, Sr. Vice President of Finance and Principal Accounting Officer 2 EX-99 3 form8k_ex16-1sision053002.txt EXHIBIT 16.1 - LTR FROM PRICEWATERHOUSECOOPERS EXHIBIT 16.1 May 30, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by GFSI Holdings, Inc. (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report dated May 30, 2002. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----