MTXX 8k Auditor Resignation....
DELAWARE 0-27646 87-0482806
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2375 East Camelback Road, Suite 500
Phoenix, Arizona 85016
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (602) 387-5353
<PAGE>
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective November 12, 2002, Angell & Deering, Certified Public Accountants
("Angell & Deering") resigned as the independent auditor and certifying
accountant of Matrixx Initiatives, Inc. ("Matrixx" or the "Company"). This
resignation occurred solely as a result of the partners of Angell & Deering
joining the certified public accounting firm of Mayer Hoffman McCann, P.C.
("Mayer Hoffman McCann"). According to information provided to Matrixx by Angell
& Deering's partner representative to the Company, all of the partners of Angell
& Deering have become partners of Mayer Hoffman McCann.
Angell & Deering's reports on Matrixx's consolidated financial statements
for the fiscal years ended December 31, 2001 and 2000 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
During Matrixx's two most recently completed fiscal years, and through the
date of Angell & Deering's November 12, 2002 resignation, there were no
disagreements between the Company and Angell & Deering on any matter of
accounting principles or practices, financial statement disclosure or audit
scope or procedure which, if not resolved to Angell & Deering's satisfaction,
would have caused the firm to make reference to the subject matter in connection
with its reports on Matrixx's consolidated financial statements for either such
fiscal year or for any reporting period since the Company's last fiscal
year-end. During Matrixx's two most recently completed fiscal years, and through
the date of Angell & Deering's resignation, there were no reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K.
Effective November 12, 2002, the Audit Committee of the Board of Directors
of Matrixx engaged Mayer Hoffman McCann as the Company's new independent auditor
and certifying accountant to audit the Company's consolidated financial
statements for the year ending December 31, 2002. During the fiscal years ended
December 31, 2001 and 2000, and through the date leading up to the Audit
Committee's engagement of Mayer Hoffman McCann, the Company did not consult
Mayer Hoffman McCann with respect to the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements, or any other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.
Matrixx provided Angell & Deering with a copy of the foregoing disclosures
and requested that the firm furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether Angell & Deering agrees with
such disclosures. A copy of such letter, dated November 12, 2002, is filed as
Exhibit 99.1 to this Current Report.
ITEM 7. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
99.1 Letter of Angell & Deering to the Securities and Exchange Commission.
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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.
MATRIXX INITIATIVES, INC.
(Registrant)
/s/ William J. Hemelt
-----------------------------------------
William J. Hemelt
Executive Vice President, Chief Financial
Officer, Treasurer and Secretary
Date: November 12, 2002
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>ex99-1.txt
<DESCRIPTION>LETTER OF ANGELL & DEERING TO THE SEC
<TEXT>
Exhibit 99.1
November 12, 2002
The Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
This letter is delivered by Angell & Deering, Certified Public Accountants
in connection with the filing by Matrixx Initiatives, Inc. with the Securities
and Exchange Commission of a Current Report on Form 8-K dated November 12, 2002.
We have reviewed the contents of Item 4 of such Current Report and agree
with the statements contained therein.
Yours truly,
/s/ Angell & Deering
----------------------------
Angell & Deering
</TEXT>
</DOCUMENT> |
