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): September 30, 2002
HOOKER FURNITURE
CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
| 000-25349 |
54-0251350 | |
| (Commission |
(I.R.S. Employer | |
| File No.) |
Identification No.) |
440 East Commonwealth Boulevard, Martinsville,
Virginia 24115
(Address of principal executive
offices) (Zip Code)
Registrant’s telephone number, including area code:
(276)
632-2133
ITEM 4. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
On September 30, 2002, Hooker Furniture Corporation (the “Company”) engaged KPMG, LLP (“KPMG”) to serve as the Company’s principal accountant
to audit the Company’s financial statements for the fiscal year ending November 30, 2003. BDO Seidman, LLP (“BDO Seidman”) will continue to serve as the Company’s principal accountant to audit the Company’s financial
statements for the fiscal year ended November 30, 2002, through the completion of that audit and the filing of the Company’s Annual Report on Form 10-K for that period. The change in the Company’s accountant was recommended by the Audit
Committee of the Company’s Board of Directors and approved by its Board of Directors.
The reports of BDO
Seidman with respect to the Company’s financial statements for fiscal years 2000 and 2001 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During
fiscal years 2000 and 2001 and through September 30, 2002, there were no disagreements between the Company and BDO Seidman 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 BDO Seidman, would have caused BDO Seidman to make reference to the subject matter of the disagreements in its report on the Company’s financial statements for such years.
During fiscal years 2000 and 2001 and through September 30, 2002, the Company did not consult with KPMG regarding either the
application of accounting principles to a specified transaction, the type of audit opinion that might be rendered on the Company’s financial statements, or any matter that was the subject of a disagreement, as defined in Item 304(a)(1)(iv) of
Regulation S-K, or reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.
Pursuant to Item
304(a)(3) of Regulation S-K, the Company has requested that BDO Seidman furnish it with a letter addressed to the SEC stating whether or not BDO Seidman agrees with the above statements. A copy of such letter, dated October 2, 2002, is filed as
Exhibit 16.1 to this Form 8-K.
On October 2, 2002, the Company issued a press release announcing the change in
its principal accountant. A copy of that press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) |
Exhibits. |
The following exhibits are filed as a part of this report: |
| 16.1 |
Letter from BDO Seidman, LLP to the Securities and Exchange Commission dated October 2, 2002. |
|
| 99.1 |
Press release dated October 2, 2002, announcing the change in principal accountant. |
2
Signature
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.
| HOOKER FURNITURE CORPORATION | ||
| By: |
/s/ R. GARY
ARMBRISTER | |
| R. Gary Armbrister Chief
Accounting Officer | ||
Date: October 2, 2002
3
EXHIBIT LIST
| Exhibit |
Description | |
| 16.1 |
Letter from BDO Seidman, LLP to the Securities and Exchange Commission dated October 2, 2002. |
|
| 99.1 |
Press release dated October 2, 2002, announcing the change in principal accountant. |
Exhibit 16.1
October 2, 2002
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K for the event that occurred on September 30, 2002, to be filed by our client, Hooker Furniture Corporation. We agree with the
statements made in response to that Item insofar as they relate to our Firm.
Very truly yours,
/s/ BDO SEIDMAN, LLP
BDO Seidman,
LLP
Richmond, Virginia
Exhibit 99.1
PRESS RELEASE
For more information, contact:
Paul B. Toms Jr., Chairman & Chief Executive Officer
Phone: (276) 632-2133,
E. Larry Ryder, Executive Vice President, & Chief Financial Officer
Phone: (276) 632-2133, or
Kim D. Shaver, Director of Marketing Communications
Phone: (336) 454-7088 or (336) 880-1230 (cell)
For immediate release: October 2, 2002
Hooker Furniture Announces Change in Accounting Firms
Martinsville, Va.: Hooker Furniture (Nasdaq-SCM:
HOFT) today announced that it has engaged KPMG LLP to perform audit and tax services for the Company beginning in fiscal 2003.
Commenting on the change, E. Larry Ryder, Executive Vice President – Finance and Administration said, “We have been extremely pleased with the audit and tax work performed by BDO Seidman LLP over the past 15 years. Our
relationship with the people of BDO Seidman has been one of the highest quality, integrity, and professionalism. Our decision to make a change is not a result of any disagreement between the Company and BDO Seidman on accounting matters. The Board
of Directors made its decision based on the recommendation of the Audit Committee. KPMG’s Carolinas practice serves a large number of manufacturers and furniture related clients in the mid-Atlantic region. KPMG has achieved world-class status
in key client satisfaction categories according to the Emerson 2001-2002 Consumer Markets Industry Study. We are extremely pleased with the selection of KPMG and their people to work with us beginning next year.”
Ranked among the nation’s top 20 furniture manufacturers in sales, Hooker Furniture is a 78-year-old producer and importer of wall and entertainment
systems, home office, occasional, dining, and bedroom furniture with approximately 1,800 employee-owners. The Company has six manufacturing facilities, a distribution center, and a warehouse located in Virginia and North Carolina. Plant locations
include Pleasant Garden, Kernersville and Maiden, NC and Martinsville and Roanoke, VA. Please visit us on the World Wide Web at http://www.hookerfurniture.com/
Certain statements made in this report are not based on historical facts, but are forward-looking statements. These statements can be identified by the use of forward-looking terminology such as
“believes,” “expects,” “may,” “will,” “should,” or “anticipates,” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy. These
statements reflect the Company’s reasonable judgment with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Those risks and
uncertainties include the cyclical nature of the furniture industry, domestic and international competition in the furniture industry, general economic or business conditions, both domestically and internationally, fluctuations in the price of key
raw materials including lumber, which is the most significant raw material used by the Company, supply disruptions or delays affecting imported products, adverse political acts or developments in the international markets from which the Company
imports products, fluctuations in foreign currency exchange rates affecting the price of the Company’s imported products, and capital costs.