8-K 1 d8k.txt FORM 8-K 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 Date of Report (Date of Earliest Event Reported): May 31, 2002 DYNACQ INTERNATIONAL, INC. -------------------------- (Exact name of registrant as specified in its charter) NEVADA ------ (State or other jurisdiction of incorporation) 000-20554 76-0375477 --------- ---------- (Commission File Number) (I.R.S. Employer Identification No.) 10304 Interstate 10 East, Suite 369, Houston, Texas 77029 (Address of principal executive offices, including zip code) (713) 673-6432 -------------- (Registrant's telephone number, including area code) Item 4. Changes in Registrant's Certifying Accountant On May 31, 2002, the Board of Directors of Dynacq International, Inc. (the "Company") and its Audit Committee dismissed KenWood & Associates, PC ("KenWood") as the Company's independent public accountants and engaged Ernst & Young LLP ("E&Y") to serve as the Company's independent public accountants for the fiscal year 2002. The appointment of E&Y is subject to stockholder ratification at the Company's 2002 Annual Meeting of Stockholders. KenWood's reports on the Company's consolidated financial statements for each of the fiscal years ended August 31, 2001 and 2000 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the years ended August 31, 2001 and 2000 and through the date hereof, there were no disagreements with KenWood on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to KenWood's satisfaction, would have caused them to make reference to the subject matter of the disagreements in connection with their reports on the Company's consolidated financial statements for such years; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. The Company provided KenWood with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of KenWood's letter, dated June 4, 2002, stating its agreement with such statements. During the years ended August 31, 2001 and 2000 and through the date hereof, the Company did not consult E&Y with respect to 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 Company's consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K. Item 7. Financial Statements and Exhibits (a) Financial Statements of Business Acquired. Inapplicable. (b) Pro Forma Financial Information. Inapplicable. (c) Exhibits Exhibit Number Exhibit Description -------------- ------------------- 16.1 Letter from KenWood & Associates PC to the Securities and Exchange Commission dated June 4, 2002 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. DYNACQ INTERNATIONAL, INC. By: /s/ PHILIP S. CHAN ------------------------------------------- Philip S. Chan, Vice President and Chief Financial Officer DATE: June 5, 2002 Exhibit Index Exhibit Number Exhibit Description 16.1 Letter from KenWood & Associates PC to the Securities and Exchange Commission dated June 4, 2002