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 COMMISSION FILE NUMBER 0-6050 POWELL INDUSTRIES, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DATE OF REPORT May 29, 2002 (Date of earliest event reported) NEVADA 88-0106100 -------------------------------------- -------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8550 Mosley Drive, Houston, Texas 77075-1180 - ---------------------------------------- --------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (713) 944-6900 ------------------------------
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT On May 23, 2002, Powell Industries, Inc. (the "Company") decided to no longer engage Arthur Andersen LLP ("Andersen") as the Company's independent public accountants and appointed Deloitte & Touche LLP ("Deloitte") to serve as the Company's independent public accountants for the year ending October 31, 2002, in accordance with the recommendation of the Board of Directors and its Audit Committee. Andersen's report on the Company's financial statements for the two fiscal years ended October 31, 2000, and October 31, 2001, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's two fiscal years ended October 31, 2000, and October 31,2001, and the subsequent interim periods preceding the decision to change independent public accountants, 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 of the disagreement in connection with the audit reports of the Company's consolidated financial statements for such years. There were no reportable events as described under Item 304(a)(1)(v) of Regulation S-K. The Company provided Andersen with a copy of the foregoing disclosures. A letter from Andersen dated May 23, 2002, stating its agreement with these statements is attached as Exhibit 16.1. In the years ended October 31, 2000 and October 31, 2001, and through the date hereof, the Company did not consult Deloitte 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 Company's 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. (a) Not Applicable (b) Not Applicable (c) Exhibits Exhibit No. Description ----------- ----------- 16.1 Letter of Arthur Andersen LLP regarding change in certifying accountant. 99.1 Press Release dated May 29, 2002.
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. POWELL INDUSTRIES, INC. (Registrant) /s/ Don R. Madison ------------------------------------------ Don R. Madison Vice President/Treasurer/ Chief Financial Officer Principal Financial and Accounting Officer Date: May 29, 2002
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 16.1 -- Letter of Arthur Andersen LLP regarding change in certifying accountant. 99.1 -- Press Release dated May 29, 2002.
EXHIBIT 16.1 [ANDERSON LOGO] May 23, 2002 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: Powell Industries, Inc. Ladies and Gentlemen: We have read Item 4 in the Form 8-K dated May 29, 2002 of Powell Industries, Inc., to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein as they relate to Arthur Andersen LLP. Very truly yours, /s/ Arthur Andersen LLP Copy to: Don R. Madison Vice President Chief Financial Officer Powell Industries, Inc. P.O. Box 12818 Houston, Texas 77217
EXHIBIT 99.1 [POWELL INDUSTRIES, INC. LOGO] PRESS RELEASE Client: Powell Industries, Inc. Contacts: Don R. Madison, CFO Powell Industries, Inc. 713-947-4422 Ken Dennard / kdennard@easterly.com Karen Roan / karen@easterly.com Easterly Investor Relations 713-529-6600 POWELL INDUSTRIES APPOINTS DELOITTE & TOUCHE AS AUDITOR HOUSTON -- MAY 29, 2002 -- Powell Industries, Inc. (NASDAQ: POWL), a leading manufacturer of equipment and systems for the control, distribution and management of electrical and other dynamic processes, today announced that its Board of Directors has appointed Deloitte & Touche, LLP as the Company's independent auditors for fiscal year 2002. The appointment of Deloitte & Touche was made after an extensive review of a number of top-ranked public accounting firms. The final selection was made at the recommendation of the Audit Committee of the Company's Board of Directors. Prior to the selection of Deloitte & Touche, Arthur Andersen LLP had served as Powell Industries' independent auditors. The decision to change auditors was not the result of any disagreement between Powell Industries and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure. Arthur Andersen has provided exemplary services as independent auditors to Powell Industries since 1990 and the Company has valued its relationship with the firm. Powell Industries, Inc., headquartered in Houston, designs, manufactures and packages systems and equipment for the control, distribution and management of electrical energy and other dynamic processes. Powell provides products and services to large industrial customers such as utilities, oil and gas producers, refineries, petrochemical plants, pulp and paper producers, mining operations, commuter railways and other vehicular transportation facilities. For more information, please visit www.powellind.com. # # #