UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): October 2, 2003
CUNO INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-21109 06-1159240
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(Commission File Number) (IRS Employer Identification No.)
400 Research Parkway
Meriden, Connecticut 06450
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(Address of principal executive offices) (Zip Code)
(203) 237-5541
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(Registrant's telephone number, including area code)
Item 4. Change in Registrant's Certifying Public Accountant
(a) Previous independent accountants
(i) On October 2, 2003, the Audit Committee of the Board of Directors of
CUNO Incorporated (the "Registrant") notified Ernst & Young LLP that it
was being dismissed as the independent accountants of the Registrant,
effective upon completion of its audit relating to the Registrant's
financial statements to be included in the Registrant's Annual Report on
Form 10-K for the year ending October 31, 2003 and the filing of such
Form 10-K.
(ii) The reports of Ernst & Young LLP on the financial statements for the
fiscal years ended October 31, 2002 and 2001 did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) The Audit Committee of the Board of Directors of the Registrant
approved the decision to change auditors.
(iv) In connection with its audits for the two most recent fiscal years
and through October 2, 2003, there were no disagreements with Ernst &
Young LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which disagreement,
if not resolved to the satisfaction of Ernst & Young LLP, would have
caused them to make reference thereto in their reports on the financial
statements for such years.
(v) During the two most recent fiscal years and through October 2, 2003,
there have been no reportable events (as defined by Regulation S-K Item
304(a)(1)(v)).
(vi) The Registrant has provided Ernst & Young LLP with a copy of the
foregoing disclosure and has requested that Ernst & Young LLP furnish it
with a letter addressed to the Securities and Exchange Commission (the
"SEC") stating whether or not it agrees with the above statements. A copy
of the letter from Ernst & Young LLP dated October 3, 2003 is filed as
Exhibit 16.1 to this Form 8-K.
(b) New independent accountants
(i) Effective on October 2, 2003, the Audit Committee of the Board of
Directors engaged PricewaterhouseCoopers LLP as the Company's new
independent accountants. The engagement is subject to acceptance by
PricewaterhouseCoopers LLP after completion of their internal procedures
and effective upon completion of the audit by Ernst & Young LLP relating
to the Registrant's financial statements to be included in the
Registrant's Annual Report on Form 10-K for the year ended October 31,
2003 and the filing of such Form 10-K. PricewaterhouseCoopers LLP had not
been consulted by the Registrant during the two most recently completed
fiscal years and through October 2, 2003 with regard to either: (i) 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; and neither a written
report was provided to the Registrant or oral advice was provided that
PricewaterhouseCoopers concluded was an important factor considered by
the Registrant in reaching a decision as to the accounting, auditing or
financial reporting issue,or (ii) any matters that were either the
subject of a disagreement, as that term is defined in Item 304(a)(1)(iv)
of Regulation S-K, or a reportable event, as that term is defined in 304
(a) (1) (v) of Regulation S-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated October 3, 2003.
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.
Date October 3, 2003
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By /s/ Frederick C. Flynn, Jr.
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Frederick C. Flynn, Jr.
Senior Vice President -
Finance and Administration,
Chief Financial Officer
and Assistant Secretary
CUNO INCORPORATED
EXHIBIT INDEX
Exhibit Number Description
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16.1 Letter regarding change in certifying accountant