UNITED STATES
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 13, 2005
U.S. Can Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-13678 06-1094196
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
700 East Butterfield Road, Suite 250, Lombard, IL 60148
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630) 678-8000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneous satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to rule 13e04(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report of Completed Interim Review.
On September 13, 2005, in response to a comment letter from the staff of the Securities and Exchange Commission that, among
other things, requested information relating to U.S. Can Corporation's (the "Company's") accounting change from LIFO to FIFO during
the second quarter of 2004 and the application of APB Opinion No. 20, the Audit Committee of the Board of Directors of the Company
agreed with management's recommendation to restate the Company's financial statements as of December 31, 2003 and for the years ended
December 31, 2002, 2003 and 2004 and for the quarterly periods ended April 4, 2004 and July 4, 2004 for the effects of changing the
Company's inventory policy from LIFO to FIFO (the "Restatement"). The principal effects of the Restatement are:
|X| A decrease in the reported amount of cost of goods sold for the year ended December 31, 2002, causing a corresponding
decrease in net loss of $0.1 million for 2002;
|X| An increase in the reported amount of cost of goods sold for the year ended December 31, 2003, causing a corresponding
increase in net loss of $0.6 million for 2003;
|X| Decreases in the reported amounts of cost of goods sold, causing corresponding decreases in net loss of $0.5 million, $0.3
million and $0.2 million for the year ended December 31, 2004 and for the quarterly periods ended April 4, 2004 and July 4,
2004, respectively.
As a result of the Restatement, the Company's published financial statements for the years ended December 31, 2002, 2003 and
2004 and subsequent interim periods and all earnings releases and other communications relating to its financial results for such
time periods should not be relied upon until the issuance by the Company of restated and audited financial statements for 2002, 2003 and
2004 and restated financial statements for subsequent interim periods. The Company expects to file revised financial statements on
or around September 30, 2005. Management and the Audit Committee have discussed the matters disclosed in this filing with the
Company's independent accountants.
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.
By /s/ Michael M. Rajkovic
Name: Michael M. Rajkovic
Title: Executive Vice President and Chief Financial Officer
Date: September 19, 2005
US Can Inactive
Filed: 19 Sep 05, 12:00am