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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 8, 2004
SPAR Group, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-27824 33-0684451
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
580 White Plains Road, Tarrytown, New York 10591
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 332-4100
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant.
On October 4, 2004, Ernst & Young LLP ("E&Y") informed SPAR Group, Inc.
("SGRP"), that it will resign as the independent registered public accounting
firm for SGRP and its subsidiaries (collectively, the "Company") upon completion
of its review of the interim financial information for the Company's third
fiscal quarter ended September 30, 2004, and the filing of the Company's
quarterly report on Form 10-Q for such period. On October 8, 2004, the Company
received a letter from E&Y dated October 4, 2004, confirming such resignation
and termination of the client-auditor relationship between the Company and E&Y.
A copy of that letter is attached to this Form 8-K as Exhibit 16.1 and filed
herewith.
The reports of E&Y on the Company's financial statements for the past two fiscal
years did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.
In connection with E&Y's audits of the Company's financial statements for each
of the two fiscal years ended December 31, 2003, and 2002, and through October
8, 2004, the date of this Form 8-K, there were no disagreements with E&Y on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope and procedures that, if not resolved to the satisfaction of
E&Y, would have caused E&Y to make reference to the matter in their report for
such 2003 or 2002 financial statements. In connection with E&Y's review in
accordance with SAS 100 of the Company's financial statements for the six-month
period ended June 30, 2004, there were no disagreements with E&Y on any matters
of accounting principles or practices, financial statement disclosure, or
auditing scope and procedures that, if not resolved to the satisfaction of E&Y,
would cause E&Y to ask for any change in such interim financial statements.
At the request of the Company, E&Y has furnished to the Company a letter
addressed to the SEC dated October 8, 2004, stating that it agrees with the
above statements. A copy of that letter is attached to this Form 8-K as Exhibit
16.2 and filed herewith.
The Company's Audit Committee and management are in the process of interviewing
new independent registered public accounting firms, who will be selected by the
Audit Committee in accordance with its Charter.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired:
None.
(b) Pro forma financial information:
None.
(c) Exhibits:
16.1 Letter dated October 4, 2004, from Ernst &
Young LLP respecting its resignation and
cessation as certifying accountant.
16.2 Letter dated October 8, 2004, from Ernst &
Young LLP confirming it has no disagreement
with the first four paragraphs of Item 4.01.
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 hereunto duly authorized.
Dated: October 8, 2004
SPAR Group, Inc.
By: /s/ Charles Cimitile
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Name: Charles Cimitile
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
Number
16.1 Letter dated October 4, 2004, from Ernst & Young LLP
respecting its resignation and cessation as certifying
accountant.
16.2 Letter dated October 8, 2004, from Ernst & Young LLP
confirming it has no disagreement with the first four
paragraphs of Item 4.01.
Exhibit 16.1
October 4, 2004
Mr. Charles F. Cimitile
Chief Financial Officer
SPAR Group, Inc.
580 White Plains Road
Tarrytown, New York 10591
Dear Mr. Cimitile:
This is to confirm that the client-auditor relationship between SPAR Group, Inc.
(Commission File Number 0-27824) and Ernst & Young LLP will cease upon
completion of the quarterly review for SPAR Group, Inc.'s fiscal quarter ending
September 30, 2004.
Very truly yours,
/s/ Ernst & Young LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
EXHIBIT 16.2
October 8, 2004
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4.01 of the Form 8-K dated October 8, 2004 of SPAR Group, Inc.
and are in agreement with the statements contained in Item 4.01(a) therein in
paragraphs 1,2,3,and 4 on page 2 therein. We have no basis to agree or disagree
with paragraph 5 on page 2 therein.
/s/ Ernst & Young LLP