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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 21, 2001
Cramer, Inc.
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(Exact name of registrant as specified in its charter)
Kansas 09603 48-0638707
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(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)
625 Adams Street
Kansas City, Kansas 66105
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(Address of principal executive offices) (Zip code)
(913) 621-6700
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 21, 2001, Cramer (the "registrant") notified Deloitte & Touche
LLP ("D&T") and Stirtz Bernards Boyden Surdel & Larter, P.A., Minneapolis,
Minnesota ("SBBSL") that, upon completion of D&T's audit of the registrant's
financial statements for the fiscal year ended December 31, 2000, which is
currently in process, the registrant will change auditors to SBBSL.
The registrant's Board of Directors elected to engage SBBSL in the
belief that a qualified regional firm was more appropriate for a company of the
limited size and resources of the registrant than a "Big Five" accounting firm.
The reports of D&T on the registrant's financial statements for the
fiscal years ended December 31, 1999 and 1998 do not contain an adverse opinion
or disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles. During the two fiscal years
ended December 31, 1999, and the subsequent interim period preceding the date of
filing of this report, there have been no disagreements between D&T and the
registrant, whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to D&T's satisfaction, would have caused D&T to make
reference to the subject matter of the disagreement(s) in connection with its
reports, nor have there been any reportable events as contemplated under Item
304(a)(1)(iv)(B) of Regulation S-B.
The registrant did not consult with SBBSL regarding the application of
accounting principles to a specific completed or contemplated transaction or the
type of audit opinion that might be rendered on the registrant's financial
statements, and no written or oral advice was provided by SBBSL on any such
issue that was a factor considered by the registrant in reaching a decision as
to any accounting, auditing or financial reporting issue.
The registrant has authorized D&T to respond fully to any inquiries of
SBBSL concerning any issue related to the registrant's accounting principles or
practices or financial reporting, or the registrant's financial statements or
D&T's audit thereof or audit opinion thereon.
The registrant has provided a copy of the disclosures in this amended
report to D&T. D&T has furnished a letter to the Commission contemplated by
paragraph (a)(3) of Item 304 of Regulation S-B, a copy of which is attached as
Exhibit 16(a) to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibit 16(a) - Comment letter dated June 19, 2001 from Deloitte &
Touche LLP
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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.
CRAMER, INC.
/s/ Gregory Coward
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By: Gregory Coward, President, Chief Executive
Officer and Interim Chief Financial Officer
May 21, 2001
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EXHIBIT 16(a)
COMMENT LETTER DATED JUNE 19, 2001 FROM DELOITTE AND TOUCHE LLP
June 19, 2001
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4 of Cramer, Inc.'s Report on Form 8-K/A, dated May 21, 2001
and have the following comments:
1. We agree with the statements made in the first paragraph insofar
as they relate to Deloitte & Touche LLP.
2. We agree with the statements made in the third, fifth, and sixth
paragraphs.
3. We have no basis on which to agree or disagree with the
statements made in the second and fourth paragraphs.
Yours truly,
/s/ Deloitte & Touche LLP