UNITED STATES
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) June 13, 2002
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CAL DIVE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 95-3409686
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
400 N. SAM HOUSTON PARKWAY E., SUITE 400, HOUSTON, TEXAS 77060
(Address of Principal Executive Offices) (Zip Code)
(281) 618-0400
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if
changed since last report)
Page 2 of 3
ITEM 4: CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 13, 2002, the Registrant's Board of Directors, upon the
recommendation of its Audit Committee, dismissed Arthur Andersen LLP and
appointed Ernst & Young LLP to serve as the Registrant's independent auditors
for fiscal year 2002. The appointment is effective immediately and will commence
with a review of the Registrant's consolidated financial statements for the
period ended June 30, 2002.
The appointment of Ernst & Young was made after careful consideration by
the Board of Directors, its Audit Committee and management, and concludes an
extensive evaluation process. The decision to change auditors was not the result
of any disagreement between the Registrant and Arthur Andersen on any matter
but, rather, was attributable to the current circumstances surrounding Arthur
Andersen and its ability to service the Registrant.
Arthur Andersen's reports on Cal Dive's consolidated financial statements
for the past two fiscal years did not contain an adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope
or accounting principles. Additionally, during the past two fiscal years and
through the date hereof, there were no disagreements with Arthur Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Arthur Andersen's
satisfaction, would have caused Arthur Andersen to make reference to the subject
matter in connection with its reports on the Registrant's consolidated financial
statements for such years; and there were no reportable events, as listed in
Item 304 (a) (1) (v) of Regulation S-K.
The Registrant provided Arthur Andersen a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter
dated June 19, 2002, stating that it has found no basis for disagreement with
such statements.
During the two most recent fiscal years and through the date hereof, the
Registrant did not consult with Ernst & Young 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 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.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit No. Description
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16.1* Letter from Arthur Andersen LLP to the Securities
and Exchange Commission date June 19, 2002.
99.1* Press Release dated June 19, 2002 announcing the
appointment of Ernst & Young LLP as the
Registrant's independent auditors.
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* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cased this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAL DIVE INTERNATIONAL, INC
By: A. Wade Pursell
Chief Financial Officer
Date: June 19, 2002
Page 1 of 1
INDEX TO EXHIBITS
Exhibit No. Description
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16.1* Letter from Arthur Andersen LLP to the Securities
and Exchange Commission date June 19, 2002.
99.1* Press Release dated June 19, 2002 announcing the
appointment of Ernst & Young LLP as the
Registrant's independent auditors.
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* Filed herewith