================================================================================
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): April 16, 2002
--------------
Programmer's Paradise, Inc.
---------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 000-26408 13-3136104
- --------------------------- ----------- -------------------
State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number Identification No.)
1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702
- ---------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (732) 389-8950
--------------
===============================================================================
Item 4. Change in Registrant's Certifying Accountant
Effective April 16, 2002, Programmer's Paradise, Inc. elected to change its
certifying accountant and states the following:
(i) Ernst & Young LLP ("Ernst & Young") was dismissed by Programmer's
Paradise, Inc., effective April 16, 2002.
(ii) Ernst & Young issued unqualified opinions on Programmer's Paradise,
Inc.'s financial statements for the prior two audit periods.
(iii) The decision to change accountants was recommended by the Audit
Committee of the board of directors and approved by the board of
directors.
(iv) In connection with the audits of the Company's financial statements
for the two years ended December 31, 2001, there were no
disagreements with Ernst & Young, whether or not resolved, on any
matter of accounting principles or practices, financial statement
disclosure, auditing scope or procedure, which, if not resolved to
Ernst & Young's satisfaction, would have caused it to make reference
to the subject matter of the disagreement(s) in connection with its
report. The Company has requested Ernst & Young to furnish it a
letter addressed to the Commission whether it agrees with the above
statements. A copy of that letter, dated April 19, 2002 is filed as
Exhibit 16 to this 8-K.
Further, based on a recommendation from the Audit Committee, the board of
directors approved Amper, Politziner & Mattia P.A. as Programmer's Paradise,
Inc.'s successor certifying accountant, effective April 17, 2002.
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits
(c) Exhibits
16. Letter from Ernst & Young
SIGNATURE
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.
PROGRAMMER'S PARADISE, INC.
Dated: April 19, 2002 By: /s/ Simon F. Nynens
------------------------------------
Simon F. Nynens
Chief Financial Officer
Index to Exhibits
-----------------
Exhibit No. Description
- ----------- -----------
16 Letter from Ernst & Young