United States
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): January 13, 2003
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AUTO-GRAPHICS, INC.
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(Exact name of registrant as specified in its charter)
California 0-4431 95-2105641
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
3201 Temple Avenue, Pomona, California 91768-3200
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number: (909) 595-7204
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FORM 8-K
ITEM 4. Changes in Registrant's Certifying Accountant
On January 13, 2003, Auto-Graphics, Inc. (the "Company") dismissed BDO
Seidman LLP ("BDO") as the Company's principal accountant and the Company
has engaged the services of Singer Lewak Greenbaum & Goldstein LLP ("SLGG")
as its principal accountant to audit the Company's consolidated balance
sheet as of December 31, 2002 and the related statements of operations,
stockholder's equity, and cash flows for the fiscal year ending December 31,
2002.
A. Pursuant to Item 304(a)(1) of Regulation S-K, the Company reports the
following specific information:
(i) On January 13, 2003, the Company notified BDO that BDO would not be
engaged to audit the Company's consolidated balance sheet as of December
31, 2002 and the related statements of operations, stockholder's equity,
and cash flows for the fiscal year ending December 31, 2002 and was being
dismissed as the Company's principal accountant.
(ii) The reports of BDO on the Company's financial statements for each
of the past two years were unqualified and contained no adverse opinion
or disclaimer of opinion and no report was qualified or modified as to
uncertainty, audit scope, or accounting principles.
(iii) The decision to change principal accountants and the engagement of
SLGG was recommended and approved by the Company's Audit Committee and
Board of Directors.
(iv) There were no disagreements on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, between the Company and BDO during the Company's two most
recent fiscal years or for the subsequent period through the date of
termination.
(v) No event requiring disclosure under Item 304(a)(1)(v) of Regulation
S-K has occurred during the Company's two most recent fiscal years and
for the subsequent period through the date of termination.
B. No event requiring disclosure under Item 304(a)(2) of Regulation S-K
has occurred.
C. In accordance with the requirements of Item 304(a)(3) of Regulation
S-K, BDO has been provided with a copy of the foregoing disclosures and
the Company has requested that BDO provide a letter addressed to the
Securities and Exchange Commission required by said item and said letter
dated January 13, 2003, is attached as an exhibit hereto.
Prior to the engagement of SLGG, the Company did not consult with SLGG or
any firm regarding the application of accounting principles to a specific
completed or contemplated transaction, or any matter that was either the
subject of a disagreement or a reportable event. The Company also did
not consult with SLGG regarding the type of audit opinion which might be
rendered on the Company's financial statements and no written or oral
report was provided by SLGG.
FORM 8-K
The Company has provided SLGG with a copy of the disclosures contained
herein and SLGG has indicated that no letter will be provided containing
any new information, clarification of the Company's expression of its views,
or the respects in which SLGG does not agree with the statements made by the
Company in response to Item 304(a). No other event requiring disclosure
under Item 304(a)(2) of Regulation S-K has occurred.
ITEM 7. Exhibits
Letter to the Securities and Exchange Commission from the Company's former
independent auditors, BDO Seidman LLP, dated January 13, 2003 regarding its
concurrence with statements made by the Company in this report on Form 8-K
provided pursuant to Item 304(a)(3) of Regulation S-K. (See Exhibit A)
FORM 8-K
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
AUTO-GRAPHICS, INC.
(Registrant)
Date: January 17, 2003 By: /s/ Robert S. Cope
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Robert S. Cope
President
Date: January 17, 2003 By: /s/ Daniel E. Luebben
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Daniel E. Luebben
Chief Financial Officer and Secretary