8-K 1 d96063e8-k.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 Date of report (Date of earliest event reported): APRIL 9, 2002 WESTPORT RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) NEVADA 001-14256 13-3869719 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.)
410 SEVENTEENTH STREET SUITE 2300 DENVER, COLORADO 80202 (Address and Zip Code of Principal Executive Offices) (303) 573-5404 (Registrant's telephone number, including area code) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) Previous Independent Accountants On April 9, 2002, Arthur Andersen LLP ("Andersen") was dismissed as independent accountants for Westport Resources Corporation, a Nevada corporation (the "Company"), effective immediately. The decision to dismiss Andersen was recommended by the Audit Committee of the Board of Directors and was approved by the Board of Directors on April 9, 2002. Andersen's reports on the Company's financial statements for the two fiscal years ended December 31, 2000 and December 31, 2001, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty or audit scope. In addition, there were no modifications as to accounting principles except that the audit report of Andersen for the fiscal year ended December 31, 2001 contained an explanatory paragraph with respect to the change in the method of accounting for derivative instruments effective January 1, 2001 as required by the Financial Accounting Standards Board. During the Company's two most recent fiscal years and the period from January 1, 2002 through the date of Andersen's termination, there were no disagreements between the Company and Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Andersen, pursuant to Item 304(a)(1) of Regulation S-K, would have caused it to make reference to the subject matter of the disagreements in its report. As required under Securities and Exchange Commission regulations, the Company provided Andersen with a copy of Item 4 and requested that Andersen furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements by the Company in this Item 4(a) and, if not, stating the respects in which it does not agree. Andersen's letter is filed as Exhibit 16.1 to this Current Report. (b) New Independent Accountants Effective April 9, 2002, the Company engaged KPMG LLP ("KPMG") as its new independent accountants for the fiscal year ending December 31, 2002. The decision to appoint KPMG was recommended by the Audit Committee of the Board of Directors and was approved by the Board of Directors on April 9, 2002. During the two most recent fiscal years and through the date of Andersen's termination, the Company did not consult with KPMG regarding any of the matters or events set forth in Item 304(a)(2) of Regulation S-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of business acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. The following exhibit is filed herewith: EXHIBIT NUMBER EXHIBIT ------- ------- 16.1 Letter dated April 15, 2002, from Arthur Andersen LLP to the Securities and Exchange Commission. 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. WESTPORT RESOURCES CORPORATION Date: April 15, 2002 By: /s/ Lon McCain ------------------------------------ Name: Lon McCain Title: Vice President, Chief Financial Officer and Treasurer EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT ------ ------- 16.1* Letter dated April 15, 2002, from Arthur Andersen LLP to the Securities and Exchange Commission.
*Filed herewith.