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
May 30, 2002
Date of Report (Date of earliest event reported)
GFSI, INC.
(Exact name of registrant specified in its charter)
Delaware 333-24189 74-2810748
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
9700 Commerce Parkway
Lenexa, Kansas 66219
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(Address of principal executive offices and zip code)
Registrant's telephone number, (913) 888-0445 including area code
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) GFSI, Inc. has dismissed PricewaterhouseCoopers LLP as its independent
accountants effective May 28, 2002. The Registrant's audit committee
recommended the change of independent accountants, and the Board of
Directors approved the decision to change independent accountants.
(ii) The report of PricewaterhouseCoopers LLP on the Company's financial
statements as of June 29, 2001 and for the fiscal year then ended contained
no adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principle. Fiscal
year 2000 was audited by other independent accountants.
(iii) In connection with its audit for the fiscal year ended June 29, 2001
and through May 28, 2002, there have been no disagreements with
PricewaterhouseCoopers LLP 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
PricewaterhouseCoopers LLP would have caused them to make reference thereto
in their report on the financial statements for such years.
(iv) During the fiscal year ended June 29, 2001 and through May 28, 2002,
there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(v) The Registrant has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the SEC stating whether or not it agrees with
the above statements. A copy of such letter, dated May 30, 2002, is filed
as Exhibit 16 to this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged KPMG LLP as its new independent accountants as
of May 28, 2002. The Registrant's audit committee recommended the change of
independent accountants and the Board of Directors approved the decision to
change independent accountants. During the two most recent fiscal years and
through May 28, 2002, the Registrant has not consulted with KPMG LLP
regarding 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 Registrant's financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 16.1 Letter from PricewaterhouseCoopers LLP regarding change in
certifying accountant.
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 thereunto duly authorized.
GFSI, INC.
May 30, 2002
/s/ J. CRAIG PETERSON
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J. Craig Peterson, Sr. Vice President of Finance and
Principal Accounting Officer
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