8-K 1 c70192e8vk.txt FORM 8-K 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 JUNE 12, 2002 ------------------------------------------------ Date of report (Date of earliest event reported) KUPPER PARKER COMMUNICATIONS, INCORPORATED ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) NEW YORK ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-24131 ------------------------ (Commission File Number) 8301 MARYLAND AVENUE, ST. LOUIS, MISSOURI ----------------------------------------- (Address of Principal Executive Offices) 112250305 --------------------------------- (IRS Employer Identification No.) 63105 ---------- (Zip Code) (314) 290-2000 --------------------------------------------------- (Registrant's Telephone Number Including Area Code) Item 4. Changes in Registrant's Certifying Accountant On June 12, 2002, the Board of Directors of the Registrant, upon recommendation of its audit committee, engaged Rubin, Brown, Gornstein & Co. LLP ("RBG"), independent accountants, as the principal accountant to audit the Registrant's financial statements for fiscal year 2002. The Board of Directors decided not to reengage Arthur Andersen LLP ("Arthur Andersen") for fiscal year 2002. Arthur Andersen audited the Registrant's financial statements for fiscal years 2000 and 2001, and served as the Registrant's principal accountant since 1999. In connection with its audit for fiscal years 2000 and 2001, and during the subsequent interim period preceding the engagement of RBG, there were no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. Arthur Andersen's report on the financial statements for fiscal years 2000 and 2001 did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the last two fiscal years, and during the subsequent interim period preceding the engagement of RBG, Arthur Andersen did not advise, and has not indicated to the Registrant that it had reason to advise, the Registrant of any reportable event, as defined in Item 304(a) of Regulation S-K of the Exchange Act. The Registrant has provided Arthur Andersen a copy of the foregoing disclosures. Attached as Exhibit 16.1 to this Current Report on Form 8-K is a copy of Arthur Andersen's letter, dated June 12, 2002, stating its agreement with the foregoing disclosures. During the last two fiscal years, and during the subsequent interim period preceding the engagement of RBG, the Registrant had not consulted RBG regarding 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 Registrant's financial statements or any other matter that would be required to be reported in this Current Report on Form 8-K. The Registrant has greatly valued the professional services provided by Arthur Andersen since 1999. Item 7. Financial Statements and Exhibits. c. Exhibits. The following documents are filed as Exhibits. Exhibit No. Exhibit 16.1 Arthur Andersen's letter, dated June 12, 2002, stating its agreement with the disclosures in this Current Report on Form 8-K. SIGNATURE 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. KUPPER PARKER COMMUNICATIONS, INCORPORATED Dated: June 12, 2002 By: /s/ John J. Rezich John J. Rezich Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) INDEX TO EXHIBITS

~~ORDINARY~~EXHIBIT ~~SHARES~~NUMBER ~~2000~~EXHIBIT ~~1999~~------- NO------- NO16.1 JArthur LAndersen's ~~Coleman~~letter, 2dated June 12,~~080~~ 22002,~~080~~ Rstating Mits ~~Thackery~~agreement ~~2,080~~with ~~2,080~~the Ddisclosures Iin ~~Thatcher~~this ~~1,040~~Current ~~1,040~~Report on Form 8-K.

2000 1999 NOTES (POUND) (POUND) TURNOVER 1 2,081,868 1,671,729 Cost of sales (1,168,369) (979,530) ----------- ---------- GROSS PROFIT 913,499 692,199 Administrative expenses (655,779) (476,976) ----------- ---------- OPERATING PROFIT 2 257,720 215,223 Investment income and interest receivable 3,978 4,220 ----------- ---------- PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 261,698 219,443 Taxation 3 (55,816) (47,029) ----------- ---------- PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 205,882 172,414 Dividends 5 (200,000) (102,000) ----------- ---------- RETAINED PROFIT FOR THE YEAR (POUND) 5,882 (POUND) 70,414 ----------- ----------

2000 1999 NOTES (POUND) (POUND) (POUND) (POUND) FIXED ASSETS Tangible assets 6 64,332 54,107 Investments 7 15,000 - ------- ------- 79,332 54,107 CURRENT ASSETS Stocks 32,745 51,996 Debtors 8 399,283 378,231 Cash at bank and in hand 44,449 178,171 ------ ------ 476,477 608,398 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 9 (439,795) (552,373) ------ ------ NET CURRENT ASSETS 36,682 56,025 ------- ------- TOTAL ASSETS LESS CURRENT LIABILITIES (POUND) 116,014 (POUND) 110,132 ------- ------- CAPITAL AND RESERVES Called up share capital 11 5,200 5,200 Profit and loss account 12 110,814 104,932 ------- ------- SHAREHOLDERS' FUNDS 13 (POUND) 116,014 (POUND) 110,132 ------- -------

2000 1999 (POUND) (POUND) (POUND) (POUND) CASHFLOWS FROM OPERATING ACTIVITIES Net profit 5,882 117,664 ------- ------- Adjustments to reconcile net profit to net cash provided by operating activities Depreciation and amortisation 22,220 11,734 (Increase)/decrease in assets Accounts receivable (40,095) (238,166) Other current assets 38,294 (43,732) Other assets (15,000) (25,333) Increase/(decrease) in liabilities Accounts payable (228,979) 224,603 Accrued expenses 116,401 100,576 ------- ------- Total adjustments (107,159) 29,682 ------- ------- Net cash provided by operating activities (101,277) 147,346 ------- ------- CASHFLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (32,445) (42,878) ------- ------- Net (decrease)/increase in cash and cash equivalents (133,722) 104,468 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 178,171 73,703 ------- ------- CASH AND CASH EQUIVALENTS, END OF YEAR (POUND) 44,449 (POUND) 178,171 ------- -------

2 OPERATING PROFIT 2000 1999 (POUND) (POUND) This is stated after charging: Depreciation of fixed assets 22,220 11,735 Auditors' remuneration 4,250 3,500 Operating lease rentals Land and buildings 44,584 34,960 ------- ------- 3 TAXATION UK Corporation Tax at 20% (1999: 24%) (POUND) 55,816 (POUND) 47,029 ------- ------- 4 INFORMATION ON DIRECTORS AND EMPLOYEES DIRECTORS' EMOLUMENTS Emoluments including pension contributions to money purchase (defined contribution) schemes (POUND) 193,408 (POUND) 207,934 ------- ------- 2000 1999 NO NO During the year the following number of directors accrued benefits under money purchase (defined contribution) pension schemes 1 1 ------- ------- 5 DIVIDENDS Ordinary dividend on equity shares final proposed/paid (POUND) 200,000 (POUND) 102,000 ------- -------

6 TANGIBLE FIXED ASSETS FIXTURES, PLANT FITTINGS AND AND MACHINERY EQUIPMENT TOTAL COST (POUND) (POUND) (POUND) At 1 April 1999 58,405 11,488 69,893 Additions 31,683 762 32,445 ------ ------ ------- At 31 March 2000 90,088 12,250 102,338 ------ ------ ------- Depreciation At 1 April 1999 14,009 1,777 15,786 Charge for the year 19,209 3,011 22,220 ------ ------ ------- At 31 March 2000 33,218 4,788 38,006 ------ ------ ------- Net Book Values At 31 March 2000 56,870 7,462 64,332 ------ ------ ------- At 31 March 1999 (POUND) 44,396 (POUND) 9,711 (POUND) 54,107 ------ ------ -------

7 INVESTMENTS 2000 1999 (POUND) (POUND) Listed securities in Flag Technologies 15,000 - ------- ------- 8 DEBTORS 2000 1999 (POUND) (POUND) Trade debtors 374,594 334,499 Other debtors 18,843 26,858 Prepayments and accrued income 5,846 16,874 ------- ------- (POUND) 399,283 (POUND) 378,231 ------- ------- 9 CREDITORS: AMOUNTS FALLING DUE 2000 1999 WITHIN ONE YEAR (POUND) (POUND) Trade creditors 79,627 308,606 Corporation tax 61,356 72,750 Other taxes and social security 35,762 21,314 Other creditors 36,502 111,884 Accruals and deferred income 26,548 37,819 Proposed equity dividend 200,000 - ------- ------- (POUND) 439,795 (POUND) 552,373 ------- -------

LAND AND BUILDINGS OTHER 2000 1999 2000 1999 (POUND) (POUND) (POUND) (POUND) More than five years (POUND) 44,000 (POUND) 44,000 (POUND) - (POUND) - ------ ------ ------ ------

11 SHARE CAPITAL 2000 1999 (POUND) (POUND) AUTHORISED 50,000 Ordinary shares of(POUND) 1 each (POUND) 50,000 (POUND) 50,000 ------- ------- ALLOTTED, CALLED UP AND FULLY PAID 5,200 Ordinary shares of (POUND) 1 each (POUND) 5,200 (POUND) 5,200 ------- ------- 12 PROFIT AND LOSS ACCOUNT Retained profits at 1 April 1999 104,932 34,518 Retained profit for the year 5,882 70,414 ------- ------- Retained profits at 31 March 2000 (POUND) 110,814 (POUND) 104,932 ------- -------

13 RECONCILIATION OF MOVEMENTS IN 2000 1999 SHAREHOLDERS' FUNDS (POUND) (POUND) Net profit for the year 205,882 172,414 Dividends (200,000) (102,000) -------- -------- Net addition to shareholders' funds 5,882 70,414 Opening shareholders' funds 110,132 39,718 -------- -------- Closing shareholders' funds (POUND) 116,014 (POUND) 110,132 -------- -------- REPRESENTED BY:- Equity interests (POUND) 116,014 (POUND) 110,132 -------- --------

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