UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 21, 2007
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Culp, Inc.
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 0-12781 56-1001967
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1823 Eastchester Drive
High Point, North Carolina 27265
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(Address of Principal Executive Offices)
(Zip Code)
(336) 889-5161
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(Registrant's Telephone Number, including area code)
Not Applicable
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(Former Name or Address, if changed from 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))
CULP, INC.
Index
Page
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Item 4.01 - Changes in Registrant's Certifying Accountant 3
Item 9.01 - Financial Statements and Exhibits 3
Signatures 4
2
Item 4.01. Changes in Registrant's Certifying Accountant
(a) On September 21, 2007, the Audit Committee of the Board of Directors of
Culp, Inc. ("Registrant") dismissed KPMG LLP ("KPMG") as the Registrant's
principal accountants.
The decision to change accountants was approved by the Audit Committee of
the Board of Directors.
The audit reports of KPMG on the consolidated financial statements of
Registrant as of and for the fiscal years ended April 29, 2007 and April
30, 2006 did not contain any adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or
accounting principles, except as follows: KPMG's report on the
consolidated financial statements of the Registrant as of and for the
year ended April 29, 2007 contained a separate paragraph stating that "As
discussed in the Summary of Significant Accounting Policies, the Company
adopted Statement of Financial Accounting Standards No. 123 (revised
2004),"Share-Based Payment" effective May 1, 2006."
The audit report of KPMG on management's assessment of the effectiveness
of internal controls over financial reporting and the effectiveness of
internal controls over financial reporting as of April 30, 2006 did not
contain any adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting
principles.
During the two fiscal years ended April 29, 2007, and the subsequent
interim period through September 21, 2007, (i) Registrant had no
disagreements with KPMG 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
KPMG, would have caused KPMG to make reference in connection with their
opinion to the subject matter of the disagreement, and (ii) there were no
reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
Registrant provided a copy of the above disclosures to KPMG and requested
that KPMG furnish Registrant with a letter addressed to the Securities
and Exchange Commission stating whether or not KPMG agrees with the above
statements, and if not, stating the respects in which it does not agree.
A letter from KPMG to the Securities and Exchange Commission is attached
hereto as Exhibit 16.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
1. Exhibit 16 - Letter from KPMG LLP to the Securities and Exchange
Commission dated September 26, 2007
3
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.
Date: September 27, 2007
CULP, INC.
By: /s/ Kenneth R. Bowling
Name: Kenneth R. Bowling
Title: VP & Chief Financial Officer
4
EXHIBIT INDEX
Exhibit Description
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Exhibit 16 Letter from KPMG LLP to the Securities
and Exchange Commission dated
September 26, 2007
EXHIBIT 16
KPMG
KPMG LLP
Suite 2300
Three Wachovia Center
401 South Tryon Street
Charlotte, NC 28202-1911
September 26, 2007
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentleman
We were previously principal accountants for Culp, Inc. and, under the date of
July 19, 2007, we reported on the consolidated financial statements of Culp,
Inc. and subsidiaries as of and for the years ended April 29, 2007 and April 30,
2006. On September 21, 2007, we were dismissed. We have read Culp, Inc.'s
statements included under Item 4.01 of its Form 8-K dated September 21, 2007,
and we agree with such statements, except that we are not in a position to agree
or disagree with the Company's statements that the change was approved by the
audit committee of the board of directors.
Very truly yours,
KPMG LLP
KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.