SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
JANUARY 11, 2002
Date of Report (date of Earliest Event Reported)
BIGMAR, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 001-14416 31-1445779
(State or Other Jurisdiction of (Commission File No.) (I.R.S. Employer
Incorporation or Organization) Identification No.)
9711 SPORTSMAN CLUB ROAD, JOHNSTOWN, OHIO 43031
(Address of principal executive offices and zip code)
740-966-5800
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed from last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
KPMG LLP ("KPMG") was previously the independent accountants for
Bigmar, Inc., a Delaware corporation (the "Company"). On January 11, 2002, KPMG
issued a letter to the Company notifying the Company that KPMG had resigned as
the Company's independent accountants. A second resignation letter, dated
January 16, 2002, was transmitted by KPMG to the Company on January 16, 2002.
The decision to change accountants was not recommended by the Audit Committee of
the Board of Directors of the Company. Copies of the January 11, 2002 and
January 16, 2002 resignation letters are attached hereto as Exhibits 99.7 and
99.8, respectively.
The audit reports of KPMG on the consolidated financial statements of
the Company and subsidiaries as of and for the years ended December 31, 2000 and
1999, did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles, except as follows:
KPMG's report on the consolidated financial statements of the Company
and subsidiaries as of and for the years ended December 31, 2000 and 1999,
contained a separate paragraph stating that "the Company has suffered recurring
losses from operations, and anticipates it will require additional financing in
order to fund its operations during 2001. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 1(c). The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty."
In connection with the audits of the two fiscal years ended December
31, 1999 and 2000, respectively, and the subsequent interim period through
January 11, 2002, there were no disagreements with KPMG on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to the
subject matter of the disagreement.
Also, during the past two fiscal years, and in the subsequent interim
period through January 11, 2002, KPMG did not advise the Company: (a) that the
internal controls necessary for the Company to develop reliable financial
statements do not exist; (b) that information has come to KPMG's attention that
has led it to no longer be able to rely on management's representations, or that
has made KPMG unwilling to be associated with the financial statements prepared
by management, except as set forth below; (c) of the need to expand
significantly the scope of KPMG's audit; or (d) that information had come to
KPMG's attention that if further investigated (i) might materially impact the
fairness or reliability of either: a previously issued audit report or the
underlying financial statements; or the financial statements issued or to be
issued covering the fiscal periods subsequent to the date of the most financial
statements covered by an audit report (including information that may prevent it
from rendering an unqualified audit report on those financial statements) or
(ii) might cause KPMG to be unwilling to rely on management's representations or
to be associated with the Company's financial statements.
In accordance with Regulation S-K Item 304(a)(1)(v)(B) noted as (b)
above, the Company indicates that KPMG advised the Company that the information
had come to KPMG's attention that had led them to no longer be able to rely on
management's representations. On a number of occasions during 2001, KPMG
expressed concerns to the management of the Company that the Company's Chief
Financial Officer, a foreign national, may not have sufficient familiarity and
experience with the accounting principles generally accepted in United States of
America, and disclosure requirements under United States securities laws.
Except as may otherwise be disclosed in this Current Report, during the
past two fiscal years, and in the subsequent interim period, KPMG did not advise
the Company that (a) information had come to its attention that it concluded
would materially impact the fairness or reliability of (i) a previously issued
audit report or the underlying financial statements or (ii) the financial
statements issued or to be issued covering the fiscal periods subsequent to the
date of the most recent financial statements covered by an audit report.
The Company has provided KPMG with a copy of this Current Report on
Form 8-K and has requested that KPMG furnish the Company as promptly as possible
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Company in this Current Report
and, if not, stating the respects in which KPMG does not agree. As of the date
of this Current Report, no such letter has been received by the Company. If the
Company receives such letter, the Company will file any such letter by amendment
to this Current Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.7 Letter of KPMG LLP to Cindy May, Chair of the Audit
Committee, dated January 11, 2002
99.8 Letter of KPMG LLP to Cindy May, Chair of the Audit
Committee, dated January 16, 2002
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.
BIGMAR, INC.
Date: January 25, 2002 By: /s/ John G. Tramontana
-------------------------
John G. Tramontana
Chairman of the Board
(Chief Executive Officer)