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): July 3, 2002
NUTRI/SYSTEM, INC.
(Exact Name of Registrant Specified in Charter)
Delaware 0-28551 23-3012204
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
202 Welsh Road
Horsham, Pennsylvania 19044
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 706-5300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
On July 3, 2002, at the direction of the Board of Directors of Nutri/System,
Inc., a Delaware corporation (the "Company"), acting upon the recommendation of
its Audit Committee, the Company dismissed Arthur Andersen LLP ("Andersen") as
the Company's independent public accountants and appointed KPMG LLP ("KPMG") to
serve as the Company's independent public accountants for the fiscal year 2002.
Andersen's reports on the Company's consolidated financial statements for each
of the 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 the years ended December 31, 2001 and 2000 and through the filing date of
this Current Report on Form 8-K, there were no disagreements with Andersen on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to Andersen's
satisfaction would have caused Andersen to make reference to the subject matter
in connection with their report on the Company's consolidated financial
statements for such years; and there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.
The Company provided Andersen with a copy of the foregoing disclosures. While
the Company has received no information from Andersen that Andersen has a basis
for disagreement with such statements, the Company has been informed that, in
light of recent developments at Andersen, Andersen has ceased providing written
representations for use in Form 8-Ks concerning changes in a registrant's
certifying accountant.
During the years ended December 31, 2001 and 2000 and through the filing date of
this Current Report on Form 8-K, the Company did not consult KPMG 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," in each case in the manner contemplated by Items
304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
Exhibits
None.
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.
Nutri/System, Inc.
By: /s/ James D. Brown
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James D. Brown
Chief Financial Officer
Dated: July 10, 2002