1 800 Contacts Inc – ‘8-K’ for 5/15/02

On:  Thursday, 5/16/02, at 10:44am ET   ·   For:  5/15/02   ·   Accession #:  912057-2-20941   ·   File #:  0-23633

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     14K 
 2: EX-16       Letter re: Change in Certifying Accountant             1      5K 

8-K   —   Current Report
Document Table of Contents

8-K
1st Page of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
================================================================================
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 15, 2002

1-800 CONTACTS, INC.
(Exact name of registrant as specified in its charter)

    Delaware                       0-23633                87-0571643
--------------------------------------------------------------------------------
(State or other jurisdiction of     (Commission File        (I.R.S. Employer    
       incorporation)                    Number)             Identification No.)

66 E. Wadsworth Park Drive, 3rd Floor, Draper, UT                84020        
--------------------------------------------------------------------------------
(Address of principal executive offices)                   (Zip Code) 

Registrant's telephone number, including area code: (801) 924-9800

 N/A
------------------------------------------------------------------
 (Former name or former address, if changed since last
report.)

================================================================================

8-K
2nd Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd
ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.                         

      On May 15, 2002, the board of directors of 1-800 CONTACTS, INC. (the
"Company"), upon recommendation of its Audit Committee, decided to dismiss      
Arthur Andersen LLP ("Arthur Andersen") as the Company's independent public     
accountants, and authorized the engagement of KPMG LLP ("KPMG") to serve as the 
Company's independent public accountants for the fiscal year ending December 28,
2002.                                                                           

 None of Arthur Andersen's reports on the Company's consolidated
financial statements for the fiscal years ended December 29, 2001 and December  
30, 2000 contained an adverse opinion or disclaimer of opinion, nor was any such
report qualified or modified as to uncertainty, audit scope or accounting       
principles.                                                                     

       During the two most recent fiscal years of the Company ended December
29, 2001, and the subsequent interim period through May 15, 2002, there were no 
disagreements between the Company and Arthur Andersen on any matters of         
accounting principles or practices, financial statement disclosure, or auditing 
scope or procedure, which disagreements, if not resolved to Arthur Andersen's   
satisfaction, would have caused Arthur Andersen to make reference to the subject
matter of the disagreement in connection with its reports. None of the          
reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred  
within the two most recent fiscal years ended December 29, 2001, or within the  
interim period through the date of this report.                                 

   The Company provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated
May 15, 2002, evidencing its agreement with the statements set forth in this    
report.                                                                         

        During the Company's two most recent fiscal years and through the date
of this Form 8-K, the Company did not consult KPMG 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 listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.      

   The Company's 2002 annual meeting of stockholders will be held on
Friday, May 17, 2002. In conjunction with this meeting, the Company has         
solicited proxies to ratify the appointment of Arthur Andersen as the           
independent public accountants of the Company for the fiscal year ending        
December 28, 2002. As a result of the dismissal of Arthur Andersen, the         
Company's board of directors has elected to withdraw its proposal for           
stockholder ratification of the appointment of Arthur Andersen. No action       
relating to the Company's independent public accountants will be taken at the   
2002 annual meeting of stockholders.                                            

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.                                     

(c)   Exhibits:                                                           

Exhibit No.   Description of Exhibit                          
    -----------   ----------------------------------------------------

    16            Letter from Arthur Andersen LLP, dated May 15, 2002.

2 

8-K
Last Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd
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.                                       

1-800 CONTACTS, INC.

Date: May 16, 2002            By:    /s/ Scott S. Tanner                        
                  ------------------------
  Name:  Scott S. Tanner
                    Title: Chief Operating Officer and Chief
           Financial Officer

3 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		12/28/02		2					10-K
		5/17/02		2					DEF 14A
Filed on:		5/16/02		3
For Period End:		5/15/02		1		2
		12/29/01		2					10-K
		12/30/00		2					10-K
									List all Filings