SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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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) May 24, 2002
MIM Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-28740 05-0489664
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(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
100 Clearbrook Road, Elmsford, NY 10523
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 460-1600
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(Former name or former address, if changed since last report)
Item 4. Changes In Registrant's Certifying Accountant.
The Audit Committee of the Board of Directors of MIM Corporation (the
"Company") annually considers and recommends to the Board of Directors the
selection of the Company's independent public accountants. On May 24, 2002, the
Audit Committee advised and recommended to the Company's Board of Directors that
the Company terminate Arthur Andersen LLP ("Andersen") as the Company's
independent public accountants and engage Ernst & Young LLP ("E&Y") to serve as
the Company's independent public accountants for the year ending December 31,
2002. On May 24, 2002, the Board of Directors, based on the advice and
recommendation of the Audit Committee, dismissed Andersen as the Company's
independent public accountants and engaged E&Y to serve as the Company's
independent public accountants for the year ending December 31, 2002. The
Company notified Andersen and E&Y of the Board's decision on May 24, 2002.
Andersen's reports on the Company's consolidated financial statements for
the past two 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. During the Company's two most recent fiscal years and through the
date of this Form 8-K, there were no disagreements with Andersen on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Andersen's satisfaction,
would have caused them to make reference to the subject matter in connection
with their report on the Company'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 promulgated under the Securities Exchange Act of 1934, as
amended.
The Company has provided Andersen with a copy of the disclosures contained
herein. At the Company's request, Andersen has provided it with a letter
addressed to the U.S. Securities and Exchange Commission, dated May 29, 2002,
stating its agreement with such statements. A copy of this letter is filed
herewith as Exhibit 16.
During the Company's two most recent fiscal years and through May 24, 2002,
the date of Andersen's dismissal, the Company did not consult with E&Y on (i)
either 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 Company's financial statements, and neither a written report nor
oral advice was provided to the Company that E&Y concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) the subject of any disagreement,
as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions,
or reportable event.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits. The following Exhibit is filed with this Report:
Exhibit Number Description of Exhibit
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16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated May 29, 2002.
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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 duly authorized.
Date: May 29, 2002 MIM CORPORATION
By: /s/ Barry A. Posner
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Barry A. Posner, Executive
Vice President and Secretary
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated May 29, 2002.
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EXHIBIT 16 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 May 29, 2002 Dear Sir/Madam: We have read Item 4 included in the Form 8-K dated May 29, 2002 of MIM Corporation filed with the Securities and Exchange Commission on May 29, 2002 and are in agreement with the statements contained therein. Very truly yours, ARTHUR ANDERSEN LLP /s/ Arthur Andersen LLP Enclosures