SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 15, 2002
Date of Report
(Date of earliest event reported)
SMITH INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-8514 95-3822631
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
411 North Sam Houston Parkway, Suite 600
Houston, Texas
(Address of principal executive offices)
77060
(Zip Code)
(281) 443-3370
(Registrant's telephone number, including area code)
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ITEM 4: CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 15, 2002, the Registrant's Board of Directors, upon the
recommendation of its Audit Committee, dismissed Arthur Andersen LLP and
appointed Deloitte & Touche 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 March 31, 2002.
The appointment of Deloitte & Touche 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 adequately service the
Registrant's international operations, which account for more than half of the
consolidated revenue base.
Arthur Andersen's reports on Smith'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 principle or practice, 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 report 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 with a copy of the above
disclosures. A letter dated April 15, 2002, stating Arthur Andersen's agreement
with such statements is listed under Item 7 as Exhibit 16.1 and filed herewith.
During the two most recent fiscal years and through the date hereof,
the Registrant did not consult with Deloitte & Touche 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
16.1* Letter from Arthur Andersen LLP to the Securities
and Exchange Commission dated April 15, 2002.
99.1* Press release dated April 17, 2002 announcing the
appointment of Deloitte & Touche LLP as the
Registrant's independent auditors.
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* Filed herewith
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.
SMITH INTERNATIONAL, INC.
/s/ Margaret K. Dorman
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By: Margaret K. Dorman
Senior Vice President,
Chief Financial
Officer and Treasurer
Date: April 17, 2002
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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16.1* Letter from Arthur Andersen LLP to the Securities
and Exchange Commission dated April 15, 2002.
99.1* Press release dated April 17, 2002 announcing the
appointment of Deloitte & Touche LLP as the
Registrant's independent auditors.
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* Filed herewith