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): June 4, 2002
Hispanic Express, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-31749 95-4821102
(State or other jurisdiction of (Commission File Number) (I.R.S. employer
incorporation or organization) identification
number)
5480 East Ferguson Drive
Commerce, California 90022
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (323) 720-8600
Not Applicable
(Former name or former address, if changed since last report)
1
Item 4. Changes in Registrant's Certifying Accountant
The annual proxy statement of Hispanic Express, Inc. ("Hispanic Express"),
dated April 26, 2002, includes a proposal to elect four directors to serve on
our Board of Directors. Mr. David Cohen, one of the four directors that is
nominated for election, is a retired partner of Arthur Andersen LLP
("Andersen"). It is our intention to have Mr. Cohen become a member of the Audit
Committee of Hispanic Express upon his election to our Board of Directors. This
proposal is scheduled to be voted on June 4, 2002 at our annual meeting of
stockholders. On May 31, 2002, Andersen notified us that this action will cause
an independence problem for Andersen and therefore, their resignation as our
independent public accountants.
Andersen's reports on Hispanic Express' consolidated 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 principles. Andersen's report on Hispanic Express' consolidated
financial statements for 2001 was issued on an unqualified basis in conjunction
with the publication of Hispanic Express' Annual Report to Stockholders and the
filing of Hispanic Express' Annual Report on Form 10-K.
During Hispanic Express' two most recent fiscal years 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 Hispanic Express' consolidated financial statements for such years;
and there were no reportable events, as listed in Item 304(a)(1)(v) of
Regulation S-K.
Hispanic Express requested that Andersen furnish it with a letter addressed
to the Securities and Exchange Commission stating whether or not Andersen agrees
with the foregoing disclosures. A copy of such letter, dated June 4, 2002, is
filed as Exhibit 16 to this Form 8-K in which Andersen states its agreement with
the foregoing disclosures.
Upon the resignation of Andersen, the Audit Committee of Hispanic Express
is in the process of reviewing the selection of new independent public
accountants to audit the financial statements of Hispanic Express for the year
ended December 31, 2002.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following exhibits are filed with this document.
16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated June 4, 2002.
2
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.
Hispanic Express, Inc.
(Registrant)
Date: June 4, 2002 By: /s/Gary M. Cypres
-----------------------------------
Gary M. Cypres
Chairman of the Board, President
and Chief Executive Officer
By: /s/Howard Weitzman
-----------------------------------
Howard Weitzman
Vice President and Chief
Financial Officer
3
EXHIBIT 16
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, North West
Washington, D.C. 20549
June 4, 2002
Dear Sir or Madam:
We have read the first, second and third paragraphs of Item 4 included in
Form 8K dated June 4, 2002 of Hispanic Express, Inc. to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
- --------------------------------------------
Copy to: Gary M. Cypres, Hispanic Express, Inc.
Chairman of the Board, President, and Chief
Executive Officer
Howard Weitzman, Hispanic Express, Inc.
Chief Financial Officer