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): June 28, 2002
BENTHOS, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 0-029024 04-2381876
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
49 Edgerton Drive, North Falmouth, Massachusetts 02556
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 508-563-1000
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Not applicable
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(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On June 28, 2002, Benthos, Inc. (the "Company") terminated the
engagement of Arthur Andersen LLP as its independent accountants
because Arthur Andersen LLP's offices in the Commonwealth of
Massachusetts will be effectively closed June 30, 2002.
(ii) The reports of Arthur Andersen LLP on the Company's financial
statements for the past two fiscal years contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principle.
(iii) The decision to change accountants was approved by the Audit
Committee of the Company's Board of Directors.
(iv) In connection with its audits for the two most recent fiscal
years and the interim period through June 28, 2002, there have
been no disagreements with Arthur Andersen 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 Arthur Andersen LLP,
would have caused them to make reference thereto in their report
on the financial statements for such years.
(v) During the two most recent fiscal years and interim period
through June 28, 2002, there have been no reportable events (as
defined in Regulation S-B Item 304(a)(1)(v)).
(vi) The Company has requested that Arthur Andersen LLP furnish it
with a letter addressed to the U. S. Securities and Exchange
Commission (the "SEC") stating whether it agrees with the above
statements. A copy of such letter, dated June 28, 2002, is filed
as Exhibit 16.1 to this Form 8-K.
(vii) The Company, pursuant to the instruction and review of its Audit
Committee, has interviewed and has been in discussions with
other multinational accounting firms with respect to becoming
its new independent accountants. Upon selection of a new
accounting firm by the Company's Audit Committee, the Company
will promptly file the requisite information under Item 4 of
Form 8-K disclosing the engagement of new independent
accountants.
ITEM 7. EXHIBITS
16.1 Letter from Arthur Andersen LLP to the SEC, dated June 28, 2002.
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.
BENTHOS, INC.
(Registrant)
Dated: July 1, 2002 By: /s/ Francis E. Dunne, Jr.
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Francis E. Dunne, Jr.
Vice President, Chief Financial Officer
and Treasurer