-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MQHc9J9TJlJsREPGkLJMnja0POkq9I7I9aROFOwffPm/m9YiGOBO/SPF25nD96MQ ERI+D4I1p7U3IdFy4LZ7KA== 0000950147-97-000689.txt : 19971010 0000950147-97-000689.hdr.sgml : 19971010 ACCESSION NUMBER: 0000950147-97-000689 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970917 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971009 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SC&T INTERNATIONAL INC CENTRAL INDEX KEY: 0001000079 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 860737579 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27382 FILM NUMBER: 97693254 BUSINESS ADDRESS: STREET 1: 3837 E LASALLE ST CITY: PHOENIX STATE: AZ ZIP: 85040 BUSINESS PHONE: 6024701334 MAIL ADDRESS: STREET 1: 15695 NORTH 83RD WAY CITY: SCOTTSDALE STATE: AZ ZIP: 85260 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported) 09/17/97 ............. SC&T INTERNATIONAL, INC. ................................................................................ (Exact name of registrant as specified in its charter) Delaware 0-27382 86-0737579 ................................................................................ (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) Incorporation 15695 North 83rd Way, Scottsdale, Arizona 85260 ................................................................................ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 602-368-9490 .................. 3837 East La Salle, Phoenix, Arizona 85040 ................................................................................ (Former name or former address, if changed since last report.) Item 4. Change in Registrant Certifying Accountant (a) Toback & Company, the certifying accountant of the Company, has resigned. Toback & Company did not provide a reason for its resignation. The resignation is attached as Exhibit "A" hereto. Toback & Company's reports on the financial statements for either of the past two years did not contain an adverse opinion or disclaimer of opinion. During the two most recent fiscal years and subsequent interim periods preceding resignation, there were no disagreements with Toback & Company on any matter of accounting principal or practice, financial statement disclosure or audit scope or procedure, which disagreement, if not resulting in the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreements in connection with the reports. Toback & Company had indicated to the Company that there would be a going concern qualification in the upcoming audit, however, the Company did not disagree with this qualification. (b) Evers & Company, Ltd., has been engaged as the principal accountant to provide audit services to the Company. The Company has not been informed by Evers & Company, Ltd., that the change in accountants will result in any change in accounting principals. The Company believes that Evers & Company, Ltd., will include a going concern qualification in the financial statements of the Company. Item 5. Other Events (a) Thomas Bednaruk has resigned at the Chief Executive Officer and a director of the Company. James Copland is functioning as the Chief Executive Officer of the Company while the Company considers the search for a new Chief Executive Officer. Following the resignation of Mr. Bednaruk, the law firm of O'Connor, Cavanagh, Anderson, Killingsworth & Beshears, which was providing legal services to the Company, has also resigned. (b) Due to the resignation of the Company's certified accountant, the Company will not be able to file its annual Form 10-K in a timely manner and anticipates making said filing on approximately November 1, 1997. Item 6. Resignation of Registrant's Directors (a) Thomas Bednaruk has resigned as director of the Company and as Chief Executive Officer of the Company. Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant duly causes this report to be signed on its behalf by the undersigned hereunto duly authorized. SC&T INTERNATIONAL, INC. an Arizona corporation By: /s/ James L. Copland ------------------------------- James L. Copland Its: President Date: October 5, 1997 ----------------------------- EXHIBIT A [TOBACK CPA's letter head] September 17, 1997 Mr. Jamie Copland, Chairman Board of Directors SC & T International, Inc. 15695 North 83rd Way Scottsdale, Arizona 85260 Dear Mr. Copland: This is to confirm that the client-auditor relationship between SC & T International, Inc. (Commission File Number 0-27382) and Toback CPAs, P.C. has ceased. Sincerely, TOBACK CPAs, P.C. /s/ TOBACK CPAs, P.C. cc: Office of the Chief Accountant SECPS Letter File Securities and Exchange Commission Mail Stop S-5 450 Fifth Street, N.W. Washington, D.C. 20549 -----END PRIVACY-ENHANCED MESSAGE-----