SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
CURRENT REPORT
(Amendment No. 2)
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 30, 2002
Rexhall Industries, Inc.
(Exact name of registrant as specified in charter)
California 0-10067 95-4135907
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
46147 7th Street West, Lancaster California 93534
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (661) 726-0565
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EXPLANATORY NOTE
The purpose of this Form 8-K/A (Amendment No. 2) is to combine and amend in its
entirety registrant's Form 8-K filed on January 8, 2003, as amended by its Form
8-K/A filed January 17, 2003, in response to comments registrant has received on
such Form 8-K and Form 8-K/A from the staff of the Division of Corporation of
Finance of the Securities and Exchange Commission.
Item 1. Changes in Control of Registrant.
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Not applicable.
Item 2. Acquisition or Disposition of Assets.
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None.
Item 3. Bankruptcy or Receivership.
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Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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(a) (i) On December 30, 2002, the Audit Committee of Rexhall Industries, Inc.
(the "Company") dismissed the firm of KPMG LLP ("KPMG") as the
Company's independent auditors.
(ii) KPMG's report on the Company's financial statements for the years
ended December 31, 2000 and December 31, 2001 did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.
(iii)Except as described below, during the years ended December 31, 2000
and December 31, 2001 and the subsequent interim periods preceding the
date of dismissal, there were no disagreements (as defined in Item
304(a) (1) (iv) of Securities and Exchange Commission Regulation S-K).
During the subsequent interim periods preceding the date of dismissal,
the Company concluded that an incorrect number was recorded for its
raw material inventory during the first quarter of 2002, and it would
need to restate the financial information in its Form 10-Q for the
first quarter. Initially, the Company and KPMG disagreed on the scope
and timing of the independent investigation related to this error,
which commenced in August of 2002. Ultimately, this disagreement was
resolved with both the second quarter and restated first quarter
10-Q's being filed after the independent investigation was completed
in late September, which identified no further changes were needed to
the first quarter's financial statements other than what had been
originally identified by management.
(iv) Except as described below, during the years ended December 31, 2000
and December 31, 2001 and the subsequent interim periods preceding the
date of dismissal, there were no reportable events (as defined in Item
304(a) (1) (v) of Securities and Exchange Commission Regulation S-K).
During the subsequent interim periods preceding the date of dismissal,
KPMG proposed a significant increase in audit scope for the year-end
audit of 2002. KPMG communicated to the Audit Committee of the Board
of Directors that various factors contributed to the increase,
including their belief that there was both a reduction in the number
of personnel in the accounting and financial reporting departments,
and a reduction in the level of experience of personnel with
accounting and reporting responsibilities, and their belief that they
would be unable to rely upon internal controls related to information
technology systems and inventory.
KPMG also proposed a very significant increase in the billing rates it
had used in the past for the Company, which led to the Company's Audit
Committee to solicit bids for the upcoming 2002 yearend audit.
As the registrant announced in its press release dated March 7, 2003,
registrant's Audit Committee has given consideration to the
information provided by KPMG with respect to their proposed increase
in fees. The Audit Committee has shared this information with its new
independent public accountants, Beckman Kirkland & Whitney, and has
requested the firm perform additional tests and procedures as part of
its audit for the year ended December 31, 2002 and to report to the
Audit Committee with respect to the internal controls of the Company
related to information technology systems and inventory.
The decision to dismiss KPMG was recommended by the Audit Committee and
unanimously approved by the Company's Board of Directors.
The Company has provided KPMG with a copy this Form 8-K/A (Amendment
No. 2) and has requested KPMG to furnish the Company with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the
statements made herein and, if not, stating the respects in which it does not
agree. KPMG's letter is unavailable at the time of filing of this Form 8-K/A
(Amendment No. 2) and the Company has requested KPMG to provide the letter as
promptly as possible so that the Company can file the letter with the Securities
and Exchange Commission within ten business days after the filing of this Form
8K/A (Amendment No. 2).
Item 5. Other Events.
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Not applicable.
Item 6. Resignations of Registrant's Directors.
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Not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements.
Not applicable
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
The following exhibit is filed herewith:
Exhibit 16(a) Letter, dated January 15, 2003, from KPMG LLP to the
Securities and Exchange Commission (incorporated by reference to the
corresponding exhibit filed with registrant's Form 8-K/A on January 17, 2003).
Item 8. Change in Fiscal Year
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Not applicable.
Item 9. Regulation FD Disclosure.
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Not applicable.
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 thereunto duly authorized.
Rexhall Industries, Inc.
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(Registrant)
Date: September 12, 2003 By: /S/ William J. Rex
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William J. Rex,
President, Chief Executive Officer
and Interim Chief Financial Officer