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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
Date of Report (Date of earliest event reported) June 17, 2002
Commission File Number: 001-14171
C2, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1915787
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(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
700 N. Water Street, Suite 1200, Milwaukee, Wisconsin 53202
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (414) 291-9000
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective June 17, 2002, the Audit Committee of the board of directors
of C2, Inc. ("C2") dismissed Arthur Andersen LLP ("Andersen") as C2's auditors.
The committee also engaged Deloitte & Touche LLP to serve as C2's independent
public accountants.
Andersen's reports on C2's consolidated financial statements for each
of the years ended December 31, 2001 and 2000 did not contain an adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.
During the years ended December 31, 2001 and 2000 and through the date
of this Form 8-K, there were no disagreements with Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused them to make reference to the subject matter in connection with their
report on C2's financial statements for such years; and there were no reportable
events, as listed in Item 304(a) (1) (v) or Regulation S-K.
C2 provided Andersen with a copy of the foregoing disclosures. Attached
as Exhibit 16 is a copy of Andersen's letter, dated June 17, 2002, stating its
agreement with such statements.
During C2's two most recent fiscal years and through the date of the
Form 8-K, C2 did not consult Deloitte & Touche LLP with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
C2's consolidated financial statements, or any other matters or reportable
events listed in items 304 (a) (2) (i) and (ii) of Regulation S-K.
ITEM 7. MANAGEMENT'S FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Exhibit
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16 Letter from Arthur Andersen LLP to the Securities
and Exchange Commission dated June 17, 2002.
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 hereunto duly authorized.
C2, INC.
Date: June 17, 2002 By: /s/ WILLIAM T. DONOVAN
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William T. Donovan
President & Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Exhibit
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16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated June 17, 2002.