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 May 3, 2002 SPARTECH CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-5911 43-0761773 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 120 S. CENTRAL AVENUE, SUITE 1700, CLAYTON, MISSOURI 63105 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (314) 721-4242 SPARTECH CORPORATION FORM 8-K ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT. The Board of Directors of Spartech Corporation ("the Company"), upon the recommendation of its Audit Committee, decided to replace Arthur Andersen LLP ("Andersen") as the Company's independent public accountants effective on April 30, 2002 and engaged Ernst & Young ("E&Y") to serve as the Company's independent public accountants for the fiscal year 2002. Andersen's reports on the Company's consolidated financial statements for each of the fiscal years ended November 3, 2001 and October 28, 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 fiscal years ended November 3, 2001 and October 28, 2000, and through the date hereof, there were no disagreements between the Company and Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Andersen's satisfaction, would have caused it to make reference to the subject matter in connection with its report on the Company's consolidated financial statements for either of such years; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. The Company provided Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16.1 is a copy of Andersen's letter, dated May 3, 2002, stating its agreement with such statements. During the fiscal years ended November 3, 2001 and October 28, 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 matter that was either the subject of a disagreement or a reportable event as set forth in Item 304(a)(2)(ii) of Regulation S-K. SPARTECH CORPORATION FORM 8-K ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 16.1 Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated May 3, 2002. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPARTECH CORPORATION Date May 3, 2002 /S/Randy C. Martin ------------------------ Randy C. Martin Executive Vice President and Chief Financial Officer