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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 25, 2001
GUNTHER INTERNATIONAL, LTD.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-22994 51-0223195
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
One Winnenden Road, Norwich, Connecticut 06360-1570
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 823-1427
N/A
(Former name or former address, if changed since last report)
This is Page 1 of 15 pages.
The Exhibit Index is on Page 5.
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Item 5. Other Events
Gunther International, Ltd. (the "Company") is filing this current
report on Form 8-K to report on two recent events, as discussed below.
Forbearance Letter Received from Gunther Partners, LLC
On September 25, 2001, the Company received a letter from Gunther
Partners, LLC regarding the deferral of payments of principal and interest under
certain debt securities issued by the Company to Gunther Partners, LLC in 1998.
A copy of this letter is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
SEC Acceptance of the Company's Offer of Settlement
On September 25, 2001, the U.S. Securities and Exchange Commission (the
("Commission") accepted an Offer of Settlement submitted by the Company in
connection with an informal investigation conducted by the Division of
Enforcement of the Commission with regard to the circumstances surrounding the
Company's restatement of its fiscal year 1998 and 1997 financial statements. The
Commission also gave its final approval to the issuance of an Order Instituting
Public Administrative Proceedings Against the Company Pursuant to Section 21C of
the Securities Exchange Act of 1934, Making Findings and Imposing a Cease and
Desist Order (the "Order").
In the Order, the Commission found that the Company violated Section
13(a) of the Securities Exchange Act of 1934 (the "Exchange Act") which pertains
generally to the preparation and filing of accurate financial reports. In
addition, the Commission found that the Company violated provisions of the
Exchange Act pertaining to the maintenance of adequate books and records and the
maintenance of adequate internal accounting controls.
The Company agreed, without admitting or denying the Commission's
findings, to the Commission's Order to cease and desist from committing or
causing violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the
Exchange Act. A copy of the Order is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Exhibit
99.1 Letter of Gunther Partners, LLC to the Company dated
September 25, 2001.
99.2 In the Matter of Gunther International, Ltd., Order
Instituting Public Administrative Proceedings
Pursuant to Section 21C of the Securities Exchange
Act of 1934, Making Findings and Imposing a Cease and
Desist Order, Exchange Act Release No. 44842, dated
September 25, 2001.
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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.
GUNTHER INTERNATIONAL, LTD.
Date: September 26, 2001 By: /s/ Michael M. Vehlies
_______________________________________
Name: Michael M. Vehlies
Title:Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Letter of Gunther Partners, LLC to the Company dated
September 25, 2001. 6
99.2 In the Matter of Gunther International, Ltd., Order
Instituting Public Administrative Proceedings
Pursuant to Section 21C of the Securities Exchange
Act of 1934, Making Findings and Imposing a Cease and
Desist Order, Exchange Act Release No. 44842, dated
September 25, 2001. 7
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