SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 11, 2002
SHARPS COMPLIANCE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 0-22390 74-26557168
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
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9050 KIRBY DRIVE
HOUSTON, TEXAS 77054
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (713) 432-0300
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
Arthur Andersen LLP has served as Sharps Compliance Corporation (the
"Company") auditors. After an evaluation of services provided by a number of
independent accounting firms, the Audit Committee of the Board of Directors of
the Company has decided to engage Mann Frankfort Stein & Lipp as the Company's
independent accountants.
(a) Previous independent accountants
(i) On or about January 8, 2002, our client-auditor relationship with
Arthur Andersen LLP ceased.
(ii) The reports of Arthur Andersen LLP on the financial statements of the
Company for each of 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.
(iii) The decision to change independent accountants was approved by the
Audit Committee of the Board of Directors of the Company.
(iv) During the Company's two most recent fiscal years and through the
date of this report, the Company has had no disagreements with Arthur Andersen
LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of Arthur Andersen LLP would have caused them to make
reference thereto in their report on the financial statements of the Company for
such years.
(v) The Company provided Arthur Andersen LLP with a copy of this
disclosure and has requested that Arthur Andersen LLP furnish the Company with a
letter addressed to the SEC stating whether or not they agree with the above
statements. A copy of such letter, dated January 11, 2002, is filed as Exhibit
16 to this Form 8-K.
(b) New independent accountants
(i) The Company engaged Mann Frankfort Stein & Lipp as its new independent
accountants as of January 8, 2002. During the two most recent fiscal years and
through the date of this report, neither the Company nor anyone on its behalf
has consulted with Mann Frankfort Stein & Lipp regarding either the application
of accounting principles to a specified transaction, either contemplated or
proposed, or the type of audit opinion that might be rendered on the Company's
financial statements.
Exhibit
Number Description
16.1 Letter of Arthur Andersen LLP Regarding Change in Certifying
Accountant
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SHARPS COMPLIANCE CORPORATION
Date: January 11, 2002 By: /s/ Gary L. Shell
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Gary L. Shell
Vice President and Chief Financial
Officer