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) December 29, 2000
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USCI, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22282 13-3702647
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification Number)
5555 Triangle Parkway, Norcross, Georgia 30092
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(Address of principal executive offices)(Zip Code)
(678) 268-2300
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(Registrant's telephone number, including area code)
(Former name and former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
(a) (i) On December 29, 2000, Arthur Andersen LLP notified USCI, Inc. (the
"Company") that it was resigning as the Company's independent accountant.
(ii) Arthur Andersen LLP's reports on the financial statements for the
years ended December 31, 1998 and 1999 did not contain an adverse
opinion or disclaimer, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles, except that the
reports for both years contained a "going concern" paragraph.
(iii) Not applicable.
(iv) During the Company's two most recent fiscal years and any subsequent
interim period preceding the resignation of Arthur Andersen LLP, there
were no disagreements with Arthur Andersen LLP on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement(s) if not resolved to
the satisfaction of Arthur Andersen LLP, would have caused Arthur
Andersen LLP to make reference to the subject matter of the
disagreement(s) in connection with its report.
(A) Not applicable.
(B) Not applicable.
(C) Not applicable.
(v) During the Company's two most recent fiscal years and any subsequent
interim period preceding the resignation of Arthur Andersen LLP, there
have been no reportable events of the type required to be disclosed by
Item 304(a)(1)(v) of Regulation S-K.
(b) Not applicable.
(c) The Company has provided Arthur Andersen LLP with a copy of the disclosures
it is making in response to Item 304(a) of Regulation S-K. The Company has
requested that Arthur Andersen LLP review the disclosure and furnish the
Company with a letter addressed to the Commission stating whether it agrees
with the statements made by the Company in response to Item 304(a) of
Regulation S-K and, if not, stating the respects in which it does not
agree. Such letter will be filed by amendment as an exhibit to this Report
upon receipt of the same.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
USCI, INC.
Dated: January 8, 2001
By: /s/ Lee Feist
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Lee Feist
President and Chief Executive
Officer