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):
January 8, 2002 (January 2, 2002)
GRAY COMMUNICATIONS SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Georgia 0-13796 58-0285030
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
4370 Peachtree Road, NE
Atlanta, GA 30319
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(Address of principal executive offices) (Zip code)
(404) 504-9828
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(Registrant's telephone number, including area code)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) The following sets forth the information required by Item 304(a)(1) of
Regulation S-K:
(i) On January 2, 2002 Ernst & Young LLP was dismissed as the
Company's principal accountant.
(ii) The reports of Ernst & Young LLP on the Company's financial
statements for the years ended December 31, 2000 and 1999 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.
(iii) The decision to change accountants was recommended by the
Company's Audit Committee and approved by the Company's Board
of Directors.
(iv) During the years ended December 31, 2000 and 1999 and through
January 2, 2002, there were no disagreements with Ernst &
Young LLP on any matter of accounting principles or
practices, financial statement disclosures or audit scope or
procedure, which disagreements if not resolved to the
satisfaction of Ernst & Young LLP would have caused them to
make reference thereto in their reports on the financial
statements for such periods.
(v) During the years ended December 31, 2000 and 1999 and through
January 2, 2002, there have occurred none of the "reportable
events" listed in Item 304(a)(1)(v) of Regulation S-K.
(b) The Company has requested that Ernst & Young LLP furnish a letter
addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated January 8, 2002, is filed as
Exhibit 16.1 to this Form 8-K.
(c) The Company has retained PricewaterhouseCoopers LLP as its principal
independent accountants, effective January 7, 2002.
ITEM 7. EXHIBITS
16.1 Letter from Ernst & Young LLP confirming their agreement with
the information contained in this filing.
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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.
Gray Communications Systems, Inc.
By: /s/ James C. Ryan
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James C. Ryan
Vice President-Finance
and Chief Financial Officer
Date: January 8, 2002
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